July 28, 2014

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F

£
      REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF           1934



OR

S       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended March
31, 2014 (with other information to July 22, 2014, except where noted)

OR

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



For the transition period from
_____________ to _____________.

OR

£       SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Date of event requiring this shell
company report

Commission file number 0-29870

|AGAVE SILVER CORP.                                                                                                                                                         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(Exact name of Registrant as specified
        in its charter)
        BRITISH COLUMBIA, CANADA                                                                            
|(Jurisdiction of incorporation or organization)
        
        #1601-675 West Hastings StreetVancouver, British Columbia, Canada, V6B 1N2                                
|(Address of principal executive offices)                                                                                                                                   
|                                                                                                                                                                           
|Ronald M. Lang, President, CEO, and Director, (604) 687 4622, facsimile – (604) 687 4212, Suite 1601-675 West Hastings Street, Vancouver, British Columbia, Canada, V6B 1N2
|(Name, telephone, e-mail and/or facsimile number and address of Company contact person)                                                                                    

Securities registered or to be registered
pursuant to Section 12(b) of the Act.

|Title of Each Class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | Not applicable                           

Securities registered or to be registered
pursuant to Section 12(g) of the Act

|Common Shares without Par Value
|-------------------------------

(Title of Class)

1





Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.		        None

Number
of outstanding shares of Agave’s only class of issued capital stock as at March 31, 2014:

25,834,059 Common
Shares Without Par Value



Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes 	  £                        No þ



If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.

Yes
 £                          	Noþ



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 1934during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

YesþNo £



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).

Yes £ 	No £

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large Accelerated Filer  ̈	               Accelerated
Filer  ̈	                  Non-Accelerated Filer þ

Indicate by check mark which basis of
accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP                                                                 	 ̈

International Financial Reporting Standards
as issued by the International Accounting
Standards Board	                                                        þ



Other	                                                                            ̈

If other has been checked in response
to the previous question, indicate by check mark which financial statement item Registrant has elected to follow:

Item
17 ̈                                            Item 18 ̈



If this report is an Annual Report, indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes £ 	Noþ

Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent
to the distribution of securities under a plan confirmed by a court.

NOT
APPLICABLE



2





CAUTIONARY STATEMENT REGARDING FORWARD
LOOKING INFORMATION

Certain statements in this Annual Report
on Form 20-F (this “Annual Report”) under the captions “Item 3 - Risk Factors”, “Item 4 – “Business
Overview”, Item 5 - “Operating and Financial Review and Prospects” and “Item 11 - Quantitative and Qualitative
Disclosures about Market Risk” and elsewhere in this Annual Report and the documents incorporated herein by reference constitute
“forward-looking statements” within the meaning of the U.S. Securities Litigation Reform Act of 1995 and "forward-looking
information” under applicable Canadian securities legislation. Some forward-looking statements may be identified by such
terms as “believes”, “anticipates”, “intends” or “expects” collectively “forward-looking
statements”. Forward-looking information in this Annual Report include statements regarding the Company's plans for its projects,
statements relating to mineral resources, as they are based on various assumptions that are inherently forward-looking, statements
regarding the anticipated timing by which the Company will require additional funds. These forward-looking statements are based
on the Company’s current expectations and projections about future events and financial trends affecting the financial condition
of its business and the industry in which it operates. Such forward-looking statements are based on assumptions regarding future
events and other matters and are subject to known and unknown risks, uncertainties and other factors including the factors set
forth in other filings with the Canadian securities commissions and the United States Securities and Exchange Commission (the “Commission”),
which may cause the actual results, performance or achievements of the Company or industry results to be materially different from
any future results, performance, or achievements expressed or implied by such forward-looking statements. Assumptions on which
forward-looking statements are based include the assumptions underlying mineral resource estimates and in the technical reports
supporting such estimates, the assumption that the Company will continue as a going concern and will continue to be able to access
the capital required to advance its projects and continue operations. Such risks and the assumptions that accompany them, uncertainties
and other factors include, among others, the following: general economic and business conditions, which will, among other things,
impact the demand for gold and silver and other precious metals explored for by the Company; industry capacity; the ability of
the Company to raise the capital required to implement its business strategy; changes in, or the unintentional failure to comply
with, government regulations (especially safety and environmental laws and regulations); changes in the uses of gold, silver and
other precious metals; silver and gold price volatility; increased competition; risks of the mining industry; exploration programs
not being successful; inability to obtain financing; inability to obtain, or cancellation of, government permits; changes to regulations
and mining law; increased reclamation obligations; title defects with respect to properties; risks associated with international
operations; and foreign exchange and currency fluctuations. There can be no assurance that forward-looking statements in this Annual
Report will prove to be accurate and actual results and future events could vary materially from those implied by such statements.
Consequently, all of the forward-looking statements made in this Annual Report are qualified by these cautionary statements. The
Company disclaims any obligation to update or revise any written forward-looking statements whether as a result of new information,
future events or otherwise except as required by applicable laws.

Currency and Measurement

All currency amounts in this Annual
Report on Form 20-F are stated in Canadian dollars unless otherwise indicated. On July22, 2014, the Bank of Canada noon
rate for Canadian Dollars was U.S. $1.00: Cdn$1.0745 (see Item 4 for further historical exchange rate information). Conversion
of metric units into imperial equivalents is as follows:



|Metric Units      | Multiply by | Imperial Units            
|----------------- | ----------- | --------------------------
|hectares          | 2.471       | = acres                   
|metres            | 3.281       | = feet                    
|kilometres (“km”) | 0.621       | = miles (5,280 feet)      
|grams             | 0.032       | = ounces (troy)           
|tonnes            | 1.102       | = tons (short) (2,000 lbs)
|grams/tonne       | 0.029       | = ounces (troy)/ton       



3







The following table sets out the U.S.
dollar exchange rates, based on the noon rate at the Bank of Canada for the calendar years 2008 through 2013 and 2014 to date.



|                   | To March 31,
        2014 | 2013   | 2012   | 2011   | 2010   | 2009  
|------------------ | ------------------------- | ------ | ------ | ------ | ------ | ------
|End of Period      | 1.1055                    | 1.0160 | 0.9975 | 1.0009 | 1.0054 | 0.9555
|Average for Period | 1.1033                    | 1.0013 | 0.9939 | 1.0077 | 0.9710 | 0.8757
|High for Period    | 1.1251                    | 1.0281 | 1.0006 | 1.0583 | 1.0054 | 0.9716
|Low for Period     | 1.0614                    | 0.9783 | 0.9859 | 0.9430 | 0.9278 | 0.7692



|     | To July 22 2014 | June 2014 | May 2014 | April 2014 | March 2014 | February 2014 | January 2014
|---- | --------------- | --------- | -------- | ---------- | ---------- | ------------- | ------------
|     |                 |           |          |            |            |               |             
|High | 1.0794          | 1.0937    | 1.0973   | 1.1042     | 1.1251     | 1.1140        | 1.1171      
|Low  | 1.0620          | 1.0676    | 1.0837   | 1.0903     | 1.0966     | 1.0953        | 1.0614      



CAUTIONARY
NOTE TO U.S. INVESTORS



This Annual
Report may use the terms “measured resources” and “indicated resources.” We advise U.S. investors that
while such terms are recognized and permitted under Canadian regulations, the U.S. Securities and Exchange Commission does not
recognize them. U.S. investors are cautioned not to assume that any part or all of the mineral deposits in these categories will
ever be converted into reserves.



This Annual
Report may use the terms “inferred resources.” We advise U.S. investors that while such term is recognized and permitted
under Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred resources”
have a great amount of uncertainty as to their existence, as well as to their economic and legal feasibility. It cannot be assumed
that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates
of inferred mineral resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not
to assume that any part or all of an inferred resource exists, or is economically or legally mineable.











4











|TABLE OF CONTENTS |                                                                       
|----------------- | ----------------------------------------------------------------------
|                 
|ITEM 1.           | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                 
|ITEM 2.           | OFFER STATISTICS AND EXPECTED TIMETABLE                               
|ITEM 3.           | KEY INFORMATION                                                       
|ITEM 4A.          | UNRESOLVED STAFF COMMENTS                                             
|ITEM 5.           | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                          
|ITEM 6.           | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                            
|ITEM 7.           | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                     
|ITEM 8.           | FINANCIAL INFORMATION                                                 
|ITEM 9.           | THE OFFER AND LISTING                                                 
|ITEM 10.          | ADDITIONAL INFORMATION                                                
|ITEM 11.          | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK            
|ITEM 12.          | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                
|ITEM 13.          | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                       
|ITEM 14.          | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF   
|                  | PROCEEDS                                                              
|ITEM 15.          | CONTROLS AND PROCEDURES                                               
|ITEM 16B.         | CODE OF ETHICS                                                        
|ITEM 16C.         | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                
|ITEM 16D.         | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES            
|ITEM 16E.         | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|ITEM 16F.         | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT                          
|ITEM 16G.         | CORPORATE GOVERNANCE                                                  
|ITEM 17.          | FINANCIAL STATEMENTS                                                  
|ITEM 18           | FINANCIAL STATEMENTS                                                  
|ITEM 19.          | EXHIBITS                                                              





5







PART 1

ITEM 1.	       identity
of DIRECTORS, SENIOR management and advisers

A.	           Directors and Senior Management



This Form 20-F is being filed as an annual
report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under
this item.



B.	           Advisors



This Form 20-F is being filed as an annual
report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under
this item.



C.	           Auditor



This Form 20-F is being filed as an annual
report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under
this item.

ITEM 2.       	OFFER
STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.	       KEY
INFORMATION

A.	           Selected Financial Data

The selected financial data of Agave
Silver Corp. (“Agave” or the “Company”) for the years ended March 31, 2014, 2013 and 2012 was derived from
the Company’s consolidated financial statements audited by Morgan LLP, Chartered Accountants, as indicated in the audit report
included elsewhere in this Annual Report.

The Selected Financial Data should be
read in conjunction with the consolidated financial statements and other financial information included elsewhere in this Annual
Report.

The Company has not declared any dividends
on its common shares since incorporation and does not anticipate that it will do so in the foreseeable future. The present policy
of the Company is to retain future earnings for use in its operations and the expansion of its business.

The following table sets forth selected
consolidated financial information with respect to the Company for the periods indicated and is extracted from the more detailed
consolidated financial statements included herein. The following constitutes selected financial data for Agave Silver Corp. for
the last five fiscal years ended March 31, 2014, in Canadian dollars, presented in accordance with International Financial Reporting
Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) for the years 2014,
2013, 2012 and 2011, and with as Canadian Generally Accepted Accounting Principles (“Cdn GAAP”) for the year 2010,
which differs in certain respects from Generally Accepted Accounting Principles in the United States (“US GAAP”). Information
based on previous Cdn GAAP and US GAAP is not comparable to information prepared in accordance with IFRS. The following table should
be read in conjunction with “Item 5: Operating and Financial Review and Prospects”, and the consolidated financial
statements included in Item 17. On July 22, 2014, the noon buying rate as quoted by the Bank of Canada was 1.0745 Canadian dollars
per U.S. dollar.

6





(Canadian Dollars in Thousands Except Per
Share Amounts)



|(Cdn$)                                                                        |          | As at March 31,
|----------------------------------------------------------------------------- | -------- | ---------------
|Statement of Financial Position Data                                          | 2014     | 2013           
|Total assets according to financial statements (IFRS)(1)                      | $	135    | $	261          
|Total liabilities                                                             | 473      | 479            
|Share capital                                                                 | 33,755   | 33,067         
|Warrant reserve, share-based payment reserve, share subscriptions  (Restated) | 1,768    | 4,197          
|Deficit (IFRS) (Restated)                                                     | (35,861) | (37,482)       







|(Cdn$)                            |         |         |        |         |          
|--------------------------------- | ------- | ------- | ------ | ------- | ---------
|Period End Balances (as at)       | 2014    | 2013    | 2012   | 2011    | 2010     
|Working capital (deficiency)      | $	(405) | $	(252) | $	309  | $	4,433 | $	(1,937)
|Mineral property interests (IFRS) | --      | --      | 97     | 484     | 455      
|Shareholders’ equity (IFRS)       | (338)   | (218)   | 1,168  | 5,186   | (1,303)  
|Number of outstanding shares      | 25,834  | 15,534  | 15,264 | 14,946  | 6,472    
|                                  |         |         |        |         |          

No cash or other dividends have been
declared.



|                                                                     | (Canadian Dollars in Thousands Except Per
        Share Amounts)
|-------------------------------------------------------------------- | ----------------------------------------------------------------
|(Cdn$)                                                               | As at March 31                                                  
|Statement of Operations Data                                         | 2014                                                            
|Investment and other income                                          | (51)                                                            
|General and administrative expenses (including Share-based payments) | 767                                                             
|Exploration costs                                                    | 484                                                             
|Write-down of mineral property interests                             | --                                                              
|Future income tax recovery                                           | --                                                              
|Net loss according to financial statements (IFRS)                    | (1,200)                                                         

Note:

| | (1) | Under IFRS applicable to junior mining exploration companies, mineral exploration expenditures
can be deferred on prospective properties until such time as it is determined that further exploration is not warranted, at which
time the property costs are written off. During the year ended March 31, 2009, the Company retrospectively changed its accounting
policy for exploration expenditures to more appropriately align itself with policies adopted by other exploration companies at
a similar stage in the mining industry. Prior to the year ended March 31, 2009, the Company capitalized all such costs to mineral
property interests held directly or through an investment, and only wrote down capitalized costs when the property was abandoned
or if the capitalized costs were not considered to be economically recoverable.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Exploration expenditures are now
charged to earnings as they are incurred until the mineral property interest reaches the development stage. Significant costs related
to mineral property acquisitions, including allocations for undeveloped mineral property interests, are capitalized until the viability
of the mineral property interest is determined. When it has been established that a mineral deposit is commercially mineable and
an economic analysis has been completed, the costs subsequently incurred to develop a mine on the property prior to the start of
mining operations are capitalized.

The expensing of exploration costs
as incurred is now consistent with US GAAP, whereby all exploration expenditures are expensed until an independent feasibility
study has determined that the property is capable of economic commercial production.



7





The tables below include the quarterly results
for the years ended March 31, 2014 (“fiscal 2014”) and 2013 (“fiscal 2013”).

|(Cdn$)                                               | Year Ended March 31, 2014 |           |          
|---------------------------------------------------- | ------------------------- | --------- | ---------
|Statement of Operations Data                         | Quarter 1                 | Quarter 2 | Quarter 3
|Investment and other income                          | $	(50,253)                | $	(8)     | $	(17)   
|General and administrative expenses                  | 144,757                   | 327,086   | 161,644  
|Share-based payments                                 | --                        | --        | --       
|Write-down of mineral property interests             | --                        | --        | --       
|Exploration costs                                    | 72,129                    | 193,495   | 78,015   
|Net loss according to financial statements           | 166,633                   | 520,573   | 239,642  
|Net loss from continuing operations per common share | 0.01                      | 0.03      | 0.01     
|                                                     |                           |           |          



|(Cdn$)                                               | Year Ended March 31, 2013 |           |          
|---------------------------------------------------- | ------------------------- | --------- | ---------
|Statement of Operations Data                         | Quarter 1                 | Quarter 2 | Quarter 3
|Investment and other income                          | $	(1,194)                 | $	(1,082) | $	(365)  
|General and administrative expenses                  | 263,611                   | 246,302   | 304,072  
|Share-based payments                                 | 3,811                     | --        | --       
|Write-down of mineral property interests             | --                        | --        | 97,080   
|Exploration costs                                    | 145,306                   | 208,554   | 137,525  
|Net loss according to financial statements           | 411,534                   | 453,774   | 538,312  
|Net loss from continuing operations per common share | 0.03                      | 0.03      | 0.03     
|                                                     |                           |           |          





B.	           Capitalization and Indebtedness

Not applicable.

C.	           Reasons for the Offer and Use
of Proceeds

Not applicable.



D.           	Risk Factors

The following is a brief discussion
of those distinctive or special characteristics of Agave’s operations and industry which may have a material impact on Agave’s
financial performance.

Readers should carefully consider
the risks and uncertainties described below before deciding whether to invest in shares of the Company’s common stock.

Financial Risk Factors

Agave has no source of operating
cash flow, has a history of operating losses and has no assets of any significance with positive financial statement carrying values.In addition all of the Company’s projects have a financial statement value of zero. Agave has no revenues from operations
and all of its mineral property interests are in the exploration stage. The Company will not receive revenues from operations at
any time in the near future, and Agave has no prior years’ history of earnings or cash flow. Agave has not paid dividends
on its shares at any time since incorporation and does not anticipate doing so in the foreseeable future. Agave’s consolidated
financial statements have been prepared assuming Agave will continue on a going-concern basis. Should funding not be obtained,
this assumption will change and Agave’s assets may be written down to realizable values. Agave has incurred losses since inception (deficit
at March 31, 2014, is $35,861,001), which casts doubt on the ability of Agave to continue as a going concern. Agave has no revenue
other than interest income. A mining project can typically require ten years or more between discovery, definition, development
and construction and as a result, no production revenue is expected from any of the Company’s exploration properties in the
near future. All of Agave’s short to medium-term operating and exploration expenses must be paid from its existing cash position
or external financing. At March 31, 2014, Agave had working capital deficit of $404,648 compared to a working capital deficit of
$251,609 at March 31, 2013. Working capital is defined as current assets less current liabilities.

8







Agave may be unable to obtain
the funds necessary to expand exploration. Agave’s operations consist, almost exclusively, of cash consuming activities
given that all of its mineral projects are in the early exploration stage. Agave has suspended exploration activities on all of
its mineral properties. Agave will need to receive additional equity capital or other funding from the joint venture of one or
more properties or the sale of one or more properties for the next year, and failing that, may cease to be economically viable.
To date, the only sources of funds that have been available to the Company are the sale of equity capital or the offering by the
Company of an interest in its properties to be earned by another party or parties carrying out further development thereof.

The Company does not have sufficient
financial resources to fund operations for the balance of fiscal 2015. The Company has been successful in the past in obtaining
financing through the sale of equity securities but as an exploration stage company, it is often difficult to obtain adequate financing
when required, and it is not necessarily the case that the terms of such financings will be favourable. If Agave fails to obtain
additional financing on a timely basis, the Company could forfeit its mineral property interests, dilute its interests in its properties,
sell one or more properties and/or reduce or terminate operations.

Agave is continuously reviewing strategies
for private placement equity financings as well as other forms of financing that would carry the Company through the next fiscal
year. If a private equity financing were to be completed, it is expected that warrants may be included in the securities offered.
Any such financings will result in dilution of existing shareholders.



Volatile gold and silver prices and external
market conditions can cause significant changes in the Company’s share price because as the prices of precious metals increase
or decrease, the economic viability of the mineral properties is affected.Agave has no history of mining or current source
of revenue. The Company is exploring for silver and gold, and historically, the prices of the common shares of junior silver and
gold exploration companies are very volatile. This volatility may be partly attributed to the volatility of silver and gold prices,
and also to the success or failure of the Company’s exploration programs. Market, financial and economic factors not directly
related to mining activities can also affect the Company’s ability to raise equity financing.



Below are the annual average, high and low
prices of gold and silver from the year 2003 to 2013, and year 2014 to date.



Gold[1]



|Year                   | Average Price per ounce (US$) | High Price per ounce (US$) | Low Price per ounce (US$)
|---------------------- | ----------------------------- | -------------------------- | -------------------------
|2003                   | 363.38                        | 416.25                     | 319.90                   
|2004                   | 409.72                        | 454.20                     | 375.00                   
|2005                   | 444.74                        | 536.50                     | 411.10                   
|2006                   | 603.46                        | 725.00                     | 524.75                   
|2007                   | 695.39                        | 841.10                     | 608.40                   
|2008                   | 871.96                        | 1,011.25                   | 712.50                   
|2009                   | 972.35                        | 1,212.50                   | 810.00                   
|2010                   | 1,224.53                      | 1,421.00                   | 1,058.00                 
|2011                   | 1,568.59                      | 1,895.00                   | 1,319.00                 
|2012                   | 1,668.98                      | 1,791.75                   | 1,540.00                 
|2013                   | 1,411.23                      | 1,693.75                   | 1,195.25                 
|2014 – (Jan – July 22) | 1,293.87                      | 1,385.00                   | 1,221.00                 



9





Silver[2]



|Year               | Average Price per ounce (US$) | High Price per ounce (US$) | Low Price per ounce (US$)
|------------------ | ----------------------------- | -------------------------- | -------------------------
|2003               | 4.85                          | 5.97                       | 4.24                     
|2004               | 6.65                          | 8.29                       | 5.50                     
|2005               | 7.22                          | 9.23                       | 6.39                     
|2006               | 11.57                         | 14.94                      | 8.83                     
|2007               | 13.39                         | 15.82                      | 11.67                    
|2008               | 15.02                         | 20.92                      | 8.88                     
|2009               | 14.66                         | 19.18                      | 10.51                    
|2010               | 20.16                         | 30.70                      | 15.14                    
|2011               | 35.11                         | 48.70                      | 26.16                    
|2012               | 31.15                         | 37.23                      | 26.67                    
|2013               | 23.84                         | 32.23                      | 18.61                    
|2014 (Jan-July 22) | 20.17                         | 22.05                      | 18.76                    





Fluctuations in financial markets can
negatively impact the Company’s ability to achieve sufficient funding.

Over the last decade there have been periods
of significant volatility in world financial markets. The volatility can negatively impact the company’s ability to raise
sufficient equity financing to sustain operations. Future financial market volatility is likely and it should not be assumed that
adequate funding will be available to the Company in amounts or at times when it is required.

Risks Associated with Mineral
Exploration

Agave’s exploration efforts
may be unsuccessful in locating viable mineral resources.Resource exploration is a speculative business, characterized
by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover
mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity and/or quality to
return a profit from production.

There is no certainty that expenditures
to be made by the Company on the exploration of its properties and prospects as described herein will result in discoveries of
mineralized material in commercial quality and quantities.

Mineral Resource Estimates Are
Only Estimates and May Not Reflect the Actual Deposits or the Economic Viability of Gold and Silver Extraction.Although
the Company has carefully prepared its mineral resource figures, such figures are estimates only and no assurance can be given
that the indicated tonnages and grade will be achieved. There is significant uncertainty in any mineral resource estimate. Estimates
of inferred resources are the least certain of the resource categories and there is no assurance that such resources can or will
be upgraded to another category of resource, or that further exploration will confirm or validate such estimates. Actual deposits
encountered and the economic viability of, and returns from, a deposit (if mined) may differ materially from estimates disclosed
by the Company or implied by estimates of mineral resources. The estimating of mineral resources is a subjective process and the
accuracy of mineral resource estimates is a function of the quantity and quality of available data, the accuracy of statistical
computations, and the assumptions used and judgments made in interpreting engineering and geological information. Mineral resource
estimates are based on many things, including assumed commodity prices, continuity of mineralization, tonnage and grade of mineralization,
metallurgy, estimated mineral recovery rates, cost of capital, mine development costs, operating costs and exchange rates. Changes
in assumptions may result in a significant reduction in the reported mineral resources and thereby have a material adverse effect
on the Company's results of operations and financial condition.

Estimated mineral resources may also
require downward revisions based on changes in metal prices and further exploration or development activity. This could materially
and adversely affect estimates of the tonnage or grade of mineralization, estimated recovery rates or other important factors that
influence mineral resource and reserve of estimates. Any reduction in estimated mineral reserves or estimated resources as a result
could require material write downs in investment in the affected mining property, which could have a material and adverse effect
on the Company's results of operations and financial condition.

10





The Company has not established the
presence of any proven and probable reserves at any of its mineral properties. There can be no assurance that subsequent testing
or future studies will establish proven and probable reserves on the Company's properties. The failure to establish proven and
probable reserves could severely restrict the Company's ability to successfully implement its strategies for long-term growth.

There is Uncertainty Relating
to Mineral Resources.Mineral resources that are not mineral reserves do not have
demonstrated economic viability. Due to the uncertainty, which may attach to inferred mineral resources, there is no assurance
that inferred mineral resources will be upgraded to indicated and measured mineral resources as a result of continued exploration.
If mineral resources are not upgraded to proven and probable mineral reserves, it could materially and adversely affect and/or
restrict the Company's ability to successfully implement its strategies for long-term growth.

Agave’s projects have uncertain
project realization values.Agave changed its accounting policy with respect to the deferral (capitalization) of
exploration costs in fiscal 2009. The Company continues to defer (capitalize) acquisition costs incurred in connection with its
projects on its balance sheet. Agave has written down all its properties to Nil. Although the current financial statement carrying
value of each Company’s projects is zero, in the future the Company may have projects with positive financial statement carrying
values. In such cases a diminution in the book value of shareholders’ equity would be the result.

Agave may not be able to market
minerals if any are acquired or discovered by the Company due to factors beyond the control of the Company.The marketability
of minerals that could in the future be acquired or discovered by the Company may be affected by numerous factors which are beyond
the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of
milling facilities, mineral markets and processing equipment, and such other factors as government regulation, including regulation
relating to royalties, allowable production, importing and exporting of minerals and environmental protection, the combination
of which factors may result in the Company not receiving an adequate return on investment capital.

Environmental and Regulatory Risk
Factors

Compliance with environmental
regulations could affect future profitability and timeliness of operations.The current and anticipated future operations
of the Company require permits from various federal, territorial and local governmental authorities. Companies engaged in the exploration
and development of mines and related facilities must comply with applicable laws, regulations and permits.

The Company’s exploration activities
are subject to various laws governing land use, the protection of the environment, prospecting, development, commodity prices,
exports, taxes, labour standards, occupational safety and health, waste disposal, toxic substances, mine safety and other matters.
Agave believes it is in substantial compliance with all material laws and regulations which currently apply to its activities.
The Company may be unable to obtain all permits required for exploration and development, and the costs of obtaining these permits
may not be commercially reasonable. Existing laws and regulations may be modified, which could have an adverse effect on any exploration
project that the Company might undertake.

Failure to comply with environmental
and reclamation rules could result in penalties.The Company’s activities are subject to laws and regulations controlling
not only mineral exploration and exploitation activities but also the possible effects of such activities upon the environment.
Environmental legislation may change and make mining uneconomic or result in significant environmental or reclamation costs. Environmental
legislation provides for restrictions and prohibitions and a breach of environmental legislation may result in the imposition of
fines and penalties or the suspension or closure of operations. In addition, certain types of operations require the submission
of environmental impact statements and approval thereof by government authorities. Environmental legislation is evolving in a manner
that may mean stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental
assessments of proposed projects and a heightened degree of responsibility for companies and their directors, officers and employees.
Permits from a variety of regulatory authorities are required for many aspects of mineral exploitation activities, including closure
and reclamation. Future environmental legislation could cause additional expense, capital expenditures, restrictions, liabilities
and delays in the development of the Company’s properties, the extent of which cannot be predicted. In the context of environmental
permits, including the approval of closure and reclamation plans, the Company must comply with standards and laws and regulations
that may entail costs and delays, depending on the nature of the activity to be permitted and how stringently the regulations are
implemented by the permitting authority. The Company does not maintain environmental liability insurance.

11





Failure to comply with applicable laws,
regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities
causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of
additional equipment or remedial actions. The Company and its employees have been involved in the exploration of mineral properties
for many years. Currently, the operations of the Company have been limited to exploration, and no mining activity has yet been
undertaken. The mining industry is heavily regulated in North America, where the Company has its operations, so that permitting
is required before any work is undertaken where there is any form of land disturbance. Exploration activity undertaken in Mexico
is subject to the laws and regulations established and administered by the Federal government. To date, land disturbance has been
minimal and all required reclamation has been completed.

Other Risk Factors

Agave is dependent on its ability
to recruit and retain key personnel. The success of the activities of Agave is dependent to a significant extent on the
efforts and abilities of its management. Investors must be willing to rely to a significant extent on their discretion and judgment.
Agave does not maintain key employee insurance for any of its employees. Agave has relied on and will continue to rely on consultants
and others for exploration, development and technical expertise. The ability of the Company to retain employees and its ability
to continue to pay for services are dependent upon the ability of the Company to obtain adequate financing to continue operating
as a going concern.

Agave’s title to mineral
property interests may be challenged.Although Agave has done a review of titles to its mineral interests, it has not obtained
title insurance with respect to its properties and there is no guarantee of title. The Company has obtained a land title review
and legal opinion by a Mexican law firm which affirmed Agave’s title to Nuevo Milenio. However, the mineral properties may
be subject to prior unregistered agreements or transfers or native land claims, and title may be affected by undetected defects.
Agave’s Canadian mineral property interests consist of mineral claims, which have not been surveyed, and therefore the precise
area and location of such claims or rights may be in doubt. As there are unresolved native land claim issues in British Columbia,
the Company’s properties and prospects in this jurisdiction may be affected in the future. The Company’s mineral properties
in British Columbia are early stage exploration, and have no known mineral resources or reserves.

Agave’s directors and officers
serve as directors and officers of other publicly traded junior resource companies.Some of the directors of Agave serve
as officers and/or directors of other resource exploration companies and are engaged and will continue to be engaged in the search
for additional resource opportunities on their own behalf and on behalf of other companies, and situations may arise where these
directors will be in direct competition with Agave. Such potential conflicts, if any, will be dealt with in accordance with the
relevant provisions of British Columbia corporate and common law. In order to avoid the possible conflict of interest which may
arise between the directors’ duties to Agave and their duties to the other companies on whose boards they serve, the directors
and officers of Agave expect that participation in exploration prospects offered to the directors will be allocated among or between
the various companies that they serve on the basis of prudent business judgement and the relative financial abilities and needs
of the companies.

Agave may not be able to insure
certain risks which could negatively impact the Company’s operating results. In the course of exploration, development
and production of mineral properties, certain risks, and in particular unanticipated geological and operating conditions as well
as fires, explosions, flooding, earthquakes, power outages, labour disruptions, and the inability to obtain suitable or adequate
machinery, equipment or labour may occur. It is not always possible to fully insure against such risks and the Company may decide
not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they
could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities
of the Company.

U.S. investors may not be able
to enforce their civil liabilities against the Company or its directors, controlling persons and officers. It may be difficult
for U.S. investors to bring and enforce suits against the Company. The Company is a corporation incorporated in British Columbia
under the Business Corporations Act (British Columbia) and, consequently, there is a risk that Canadian courts may not enforce
judgements of U.S. courts or enforce, in an original action, liabilities directly predicated upon the U.S. federal securities laws.
The Company’s directors and officers are residents of Canada and all of the Company’s assets are located outside of
the United States. Consequently, it may be difficult for United States investors to affect service of process upon those directors
or officers who are not residents of the United States, or to realize in the United States upon judgements of United States courts
predicated upon civil liabilities under United States securities laws. It is unlikely that an original action could be brought successfully in Canada
against any of such persons or the Company predicated solely upon such civil liabilities under U.S. securities laws.

12







Agave has been operating in Mexico,
which has different risks than those of British Columbia, or Manitoba, Canada. Agave’s activities in Mexico may
be subject not only to risks common to operations in the mining industry, but also to the political and economic uncertainties
of operating in foreign jurisdictions, namely Mexico. This may result in misinterpretation of laws, unilateral modification of
mining or exploration rights, operating restrictions, increased taxes or environmental regulation, any or all of which could have
an adverse impact upon Agave. Agave’s operations may also be affected to varying degrees by political and economic instability,
terrorism, crime, extreme fluctuations in currency exchange rates and inflation. Agave’s operations and exploration activities
in Mexico are subject to Mexican federal and state laws and regulations governing protection of the environment. These laws are
evolving and, as a general matter, are becoming more restrictive.

Mineral exploration and mining activities
may be affected in varying degrees by political stability and government regulations relating to the mining industry and foreign
investors. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely
affect its business. Operations may be affected in varying degrees by government regulations, policies or directives with respect
to restrictions on production, price controls, export controls, income taxes, expropriation of property, and repatriation of income,
royalties, environmental legislation and mine safety.

Risks Relating to an Investment
in the Securities of the Company

Agave
could be deemed a Passive Foreign Investment Company which could have negative consequences for U.S. Holders. Potential
investors who are U.S. Holders (defined below) should be aware that Agave expects to be a passive foreign investment company (“PFIC”)
for the current fiscal year, may have been a PFIC in prior fiscal years and may continue to be a PFIC in subsequent years. If Agave
were to be treated as a PFIC, U.S. Holders of the Agave common shares would be subject to adverse U.S. federal income tax consequences,
including a substantially increased U.S. income tax liability and an interest charge upon the sale or disposition of the Agave
common shares and upon the receipt of distributions on the Agave common shares to the extent such distributions are treated as
“excess distributions” under the U.S. federal income tax rules relating to PFICs. U.S. Holders could potentially mitigate
such consequences by making certain elections with respect to the Agave common shares. U.S. Holders are urged to consult their
tax advisors regarding Agave’s PFIC classification, the consequences to them if Agave is a PFIC, and the availability and
the consequences of making certain elections to mitigate such consequences. (See Item 10 Taxation -United States Tax Consequences).

Agave’s stock price may
limit its ability to raise additional capital by issuing common shares.The low price of Agave’s common shares also
limits Agave’s ability to raise additional capital by issuing additional shares. There are several reasons for this effect.
First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage
houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage
house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally, broker’s commissions
on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result,
Agave’s shareholders pay transaction costs that are a higher percentage of their total share value than if Agave’s
share price were substantially higher.

The liquidity of Agave’s
shares in the United States markets may be limited or more difficult to effectuate because Agave is a “Penny Stock”
issuer. Agave’s stock is subject to U.S. “Penny Stock” rules which make the stock more difficult for
U.S. shareholders to trade on the open market. The SEC has adopted rules that regulate broker-dealer practices in connection with
transactions in “penny” stocks. Penny stocks are equity securities with a price of less than US$5.00 per share, other
than securities registered on certain national securities exchanges or quoted on the NASDAQ system provided that current prices
and volume information with respect to transactions in such securities is provided by the exchange or system.

The Penny Stock Rules require a broker-dealer,
prior to effecting a transaction in a penny stock not otherwise exempt from such rules, to deliver a standardized risk disclosure
document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock
market.

In addition, the Penny Stock Rules require
that prior to a transaction in a penny stock not otherwise exempt from such rules the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks,
and a signed and dated copy of a written suitability statement. At the present market prices, Agave’s common shares will
(and in the foreseeable future are expected to continue to) fall within the definition of a penny stock. Accordingly, United States
broker-dealers trading in Agave’s shares will be subject to the Penny Stock Rules. Rather than complying with those rules,
some broker-dealers may refuse to attempt to sell penny stocks. As a result, shareholders and their broker-dealers in the United
States may find it more difficult to sell their shares of Agave, if a market for the shares should develop in the United States.

13









The market for the Company’s stock
has been subject to volume and price volatility which could negatively affect a shareholder’s ability to buy or sell the
Company’s shares.The market for the common shares of the Company may be highly volatile for reasons both related
to the performance of the Company or events pertaining to the industry (e.g. mineral price fluctuation/high production costs/accidents)
as well as factors unrelated to the Company or its industry.



Market demand for products incorporating
minerals in their manufacture fluctuates over time, resulting in a change of demand for the mineral and an attendant change in
the price for the mineral. The Company’s common shares can be expected to be subject to volatility in both price and volume
arising from market expectations, announcements and press releases regarding the Company’s business, and changes in estimates
and evaluations by securities analysts or other events or factors. In the last decade, securities markets in the United States
and Canada and internationally have experienced periods of high price and volume volatility, and the market prices of securities
of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have
not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies. For these
reasons, the Company’s common shares can also be expected to be subject to volatility resulting from purely market forces
over which the Company will have no control. Further, despite the existence of a market for trading the Company’s common
shares in Canada, shareholders of the Company may be unable to sell significant quantities of common shares in the public trading
markets without a significant reduction in the price of the stock. The trading price of Agave’s shares has ranged between
$0.05 and $4.80 in the last five calendar years.

Significant potential equity dilution.
A summary of Agave’s diluted share capital at July 22, 2014 is as follows:



|Number of Warrants | Exercise Price | Expiry Date      
|------------------ | -------------- | -----------------
|                   |                |                  
|6,000,000          | $0.25          | October 3, 2015  
|4,300,000          | $0.25          | November 29, 2015
|10,300,000         |                |                  



Agave had stock options outstanding (517,500
at March 31, 2014 and July 22, 2014), which are exercisable at prices ranging from $1.60 to $3.80 per share (retroactively adjusted
to reflect share consolidation effective October 3, 2013) which are above the current market price for the Company’s shares.
In the money options could be exercised prior to expiry while the higher priced options may not be exercised before expiry. In
either case, the outstanding options could act as an upside damper on the price of Agave’s shares. There are no shares of
Agave remaining subject to hold period restrictions in Canada or the United States as of March 31, 2014 as such hold restrictions
have expired. At March 31, 2014 and at July 22, 2014 there were 10,300,000 warrants exercisable at an average price of $0.25. The
resale of outstanding shares from the exercise of dilutive securities would have a depressing effect on the market for Agave’s
shares. Dilutive securities based on the trading range of Agave’s common shares at March 31, 2014, including the warrants
and the stock options noted above, collectively represent approximately 42% of Agave’s issued shares as at March 31, 2014.



During the year ended March 31, 2014 the
Company completed, in two tranches, a non-brokered private placement for total proceeds of $1,030,000. The private placement was
entirely subscribed by insiders, directors and officers of the Company. The private placement consisted of the issuance of 10,300,000
units of the Company at a price of $0.10 per Unit. Each Unit is comprised of one common share and one common share purchase warrant,
each warrant entitling the holder thereof to purchase one additional common share at a price of $0.25 for a term of two years after
closing. The share purchase warrants were valued using a Black-Scholes pricing model using the following assumptions: weighted
average risk free interest rate of 1.08-1.18%, volatility factors ranging from 135.38% to 136.66% and an expected life of two years.



14









ITEM4.	       INFORMATION ON THE COMPANY



A.           	History and Development of the
Company

The Company’s executive office
is located at:

Suite 1601-675 West Hastings Street, Vancouver,
British Columbia, Canada, V6B 1N2

Telephone: (604) 687-4622

Facsimile: (604) 687-4212

Email: info@agavesilver.com

Website: www.agavesilver.com

The contact person in Vancouver, British
Columbia, is Ronald Lang, President, CEO, and Director.

The mailing address of the Company is
the Company’s executive office at the address noted above. Agave operates directly and also through one wholly-owned subsidiary
in Mexico, Cream Minerals de Mexico, S.A. de C.V. (“Cream de Mexico”). References to “Agave” or to “the
Company” include Cream de Mexico except where otherwise indicated.

The Company’s fiscal year end
is March 31.

The Company’s common shares are
listed on the TSX Venture Exchange under the symbol “AGV.” Agave was quoted on the Over the Counter Bulletin Board
in the United States under the symbol “CRMXF”, until July 26, 2012 at which time Agave’s shares began being exclusively
quoted on the OTCQB, (also under the symbol “CRMXF”) an electronic trading platform operated by the OTC Markets Group
Inc. On October 3, 2013 the symbol was changed to “ASKDF”. The Company’s common shares are also quoted on the
Frankfurt market under the symbol “DFL”.

The Company was incorporated under the
laws of the Province of British Columbia, Canada as Cream Silver Mines N.P.L. on October 12, 1966, with an authorized capital of
300,000 shares, each having a par value of $5.00. By Special Resolution passed on July 12, 1974, Agave cancelled its Memorandum
and Articles and substituted a new Memorandum and Articles therefore providing for the limited liability of members and the increase
of the authorized capital to 1,000,000 shares with a par value of $5.00 each. By Special Resolution passed September 24, 1987,
Agave again altered its Memorandum, changing its name to Cream Silver Mines Ltd. in its English form and "Mines Cream Silver
Ltee." in its French form and amending its authorized share capital to 3,000,000 common shares without par value. By Special
Resolution passed September 15, 1994, Agave altered its Memorandum to consolidate its authorized and issued share capital of 3,000,000
common shares on a five-for-one basis into 600,000 common shares authorized, and issued common shares were consolidated from 1,870,794
common shares on a five-for-one basis into 374,158 common shares; to further increase its authorized capital to 50,000,000 common
shares without par value (the "Common Shares"); and to change its name to Cream Minerals Ltd. Agave has been listed on
the TSX Venture Exchange (the "TSX Venture"), formerly the Vancouver Stock Exchange (“VSE”), since June 3,
1970. The Company subsequently altered its Memorandum to increase its authorized capital to 50,000,000 common shares.

At Agave’s request, the VSE placed
the Company on inactive status on August 12, 1994. Agave had requested inactive status in order to reorganize its affairs after
the government of the Province of British Columbia placed Agave’s Vancouver Island mineral claims adjoining those of Westmin
Resources Ltd. in moratorium, and refused to grant Agave a permit to explore these claims. The claims, in Strathcona Park on Vancouver
Island, were placed in moratorium in connection with the Strathcona Park area being declared a provincial park in 1972. These actions
by the provincial government left Agave with no viable project at the time and with little working capital. The claims currently
remain in moratorium. Throughout the early to mid-1970s, Agave initiated several court cases seeking compensation for these claims.
The matter was ultimately decided by a decision of the British Columbia Court of Appeal denying Agave’s right to compensation.
Leave to appeal this decision to the Supreme Court of Canada was refused and Agave was then advised that it was without further
legal recourse with respect to its Vancouver Island claims. The British Columbia Court of Appeal specifically overruled its previous
decision in the Agave case. The Company reviewed its legal position in the light of this development, but has been advised that
it remains bound by the previous decision.

15





Following Agave’s entry into inactive
status, Agave embarked on a reorganization program that included a consolidation of its issued and outstanding share capital and
subsequent increase of authorized capital (as described above); a restructuring of the board of directors and appointment of new
officers; a review of its financial affairs which included completing two private placements for the issuance of a total of 68,000
units, each consisting of one common share and one warrant, at a price of $3.50 per unit, which raised a total of $231,000; and
a review of its property holdings. During Agave’s inactive period, certain of its claim groups in British Columbia were allowed
to lapse, and others were sold off. Following completion of this reorganization, Agave resumed active status on April 11, 1996.

Effective March 29, 2004, the Company
Act (British Columbia) was replaced by the Business Corporations Act (British Columbia). The Business Corporations
Act (British Columbia) does not require a company’s Notice of Articles to contain a numerical limit on the authorized
capital with respect to each class of shares. Effective September 21, 2004, the Company altered the authorized capital of the Company
from 50,000,000 shares without par value to an unlimited number of shares without par value. By Special Resolution effective June
23, 2011, shareholders approved the adoption of new articles for Agave. See Item 10B – Memorandum and Articles of Association.

Effective October 3, 2013, the Company
completed a share consolidation on the basis of ten (10) pre-consolidation common shares for one (1) post-consolidation common
share. The periods presented prior to the consolidation have not been retroactively adjusted to reflect this consolidation unless
otherwise stated.

Since its incorporation in 1966, the
Company has been in the business of acquiring and exploring mineral properties. For most of the past three completed years, and
prior thereto, the Company has been principally attempting to locate deposits of precious metals in Mexico and the Provinces of
British Columbia and Manitoba, Canada.

Mexico

The Company’s exploration project
in Mexico is Nuevo Milenio, located south of Tepic in the municipality of Xalisco, State of Nayarit, Mexico, having denounced (staked)
the property in 2000 and receiving title to the property in 2001. Mineral licenses in Mexico have a term of 50 years following
which an application can be made to extend the term. Carrying costs are comprised of annual taxes of approximately $50,000. Work
requirements are nominal and cash payment can be made in lieu of work requirements.

In 2001, Agave entered into an exploration
program on Nuevo Milenio. Agave explored the property until the year ended March 31, 2005, at which time it wrote it down by $1,523,030
to a nominal carrying value of $1. No acquisition costs are associated with the property, as it was denounced (staked). In 2006,
the Company re-commenced exploration.

On July 24, 2009, the Company entered
into an option agreement with Roca Mines Inc. (“Roca”) that would have allowed Roca to earn up to a 70% interest in
the project. In order to acquire a 50% legal and beneficial interest in the Nuevo Milenio, Roca was to spend a cumulative US$12,000,000
for exploration work by July 24, 2013.



On April 30, 2010, the Company signed a letter
of intent (“LOI”), pursuant to which it acquired an option from an arm's length party on the Las Habas Project, comprised
of 336 hectares (“Ha”) located in the State of Sinaloa, Mexico. The LOI was for a period of three months. The proposed
option agreement outlined in the LOI called for total payments of US$1 million over a 5-year period and a 2% NSR royalty, payable
out of production. On June 1, 2010, Agave filed an application to denounce approximately 700 hectares adjoining the Las Habas property.
The Company let the LOI lapse and has not pursued title to the adjacent 700 Ha’s. On July 22, 2010, Roca notified the Company
that it was not proceeding with the option agreement and the agreement was terminated.



On December 7, 2010, Agave agreed to a bought
deal financing of $5 million with the provision of an overallotment of $1 million. The terms of the bought deal were $1.60 per
unit with a full warrant exercisable at $2.40 for two years from the date of closing. The Company subsequently closed the bought
deal financing on December 21, 2010, and received gross proceeds of $6 million.



The Company initiated a 20,000 metre drill
program in February 2011 which was completed in September 2011. Following completion of the drill program during calendar year
2011 (the “2011 Drill Program”), the Company engaged an independent consulting firm to prepare an independent
NI 43-101-compliant resource estimate (the “2012 Report”) based on
review of the Company’s previously compiled exploration data as well as exploration data collected during the 2011 Drill
Program. The 2012 Report was filed on SEDAR on October 2, 2012.

16









The board of directors initiated a review of
Agave’s strategic alternatives intended to maximize shareholder value and a Special Committee of independent directors (the
“Special Committee”) was appointed in the first quarter of the fiscal year. Following completion of the Independent
Mineral Resource the Board upon consideration of the poor market conditions and challenging financing environment for junior resource
exploration companies determined that alternatives to potentially very dilutive equity financings be considered. The review includes,
but is not limited to, the sale or strategic merger of the Company, the joint venture or sale of non-core assets, or the sale or
joint venture of a primary asset.



On March 25, 2013, the Company filed an independent
NI 43-101 Technical Report on the Nuevo Milenio project (the “2013 Report”) co-authored by Dr. Derek McBride,
P.Eng, and Al Workman of Watts, Griffis and McQuatt Limited (“WGM”). The 2013 Report
replaces the 2012 Report in its entirety. The 2013 Report addresses the concerns raised by the British Columbia Securities Commission
with respect to the 2012 Report as outlined in the Company’s news release dated October 23, 2012.



The 2013 Report contains an
updated independent mineral resource estimate on the Nuevo Milenio project (the “Mineral Resource Estimate”)
and replaces in its entirety all previous resource estimates filed by Agave and the previous resource estimates can no longer be
relied upon.

North America

British Columbia

The Goldsmith Property



Prior to May 6, 2013 the Company had a 100%
interest in the Goldsmith Property (“Goldsmith”) (comprised of the Goldsmith and Lucky Jack Properties) located near
Kaslo, British Columbia. Small scale underground mines operated on the property in the early 1900’s. Quartz veins are contained
in the intrusive rocks and contain quantities of free gold. Higher grade gold mineralization was reported in the quartz veins which
range in width from a few centimetres to five metres. The Company held an option to acquire a 100% interest in the Goldsmith property.
The option agreement called for the issuance of 20,000 common shares (issued) and cash payments totaling $110,000 (paid) over six
years. The optionors retain a 2% Net Smelter Royalty (NSR) on all metals. The Company was able to acquire 50% of the NSR for $1,000,000
upon commencement of commercial production or sooner.



The Company wrote down the carrying value of
Goldsmith Property to $Nil in fiscal 2012 as there were no plans to continue exploration. During the year ended March 31, 2014,
the Company transferred title to the Goldsmith and Lucky Jack properties to the optionors.



The Kaslo Property



The 100% owned 4,000 Ha Kaslo Silver Property
(“Kaslo”), a silver target, hosts eleven historic high-grade silver mineralized zones within 14 kilometres of favourable
horizon. Nine high-grade silver-lead-zinc mines operated on Kaslo at various times from 1895 to 1966. The property is located 12
kilometres west of Kaslo in southern British Columbia. The Company has no plans to conduct exploration work at this time.



Dr. Derek McBride, P.Geo, has supervised the
Company’s previous exploration programs summarized above and is the Company’s supervisor and “Qualified Person”
with respect to this propertyfor the purpose of NI 43-101.

Manitoba

The Wine Property

Prior to April 22, 2013 the Company
held a 100% interest in the Wine Claim (comprised of the Wine and Wine 1 claims) located approximately 60 kilometres south of
Flin Flon, Manitoba. The Wine claim is a high grade nickel-copper target. During fiscal 2007 and in fiscal 2008, the Company
entered into option agreements to acquire up to 100% interest in two mineral property interests in the Province of Manitoba,
the Wine claims and the Grand Nickel Project. In March 2006, the Company entered into an option agreement, subsequently
amended, to acquire 100% interest in the Wine Claim, MB 3964 and
Wine 1 Claim (the “Wine” claims), all located approximately 60 km southeast of Flin Flon, Manitoba. The Company earned
its interest by making payments totaling $105,000 (paid) and issuing 20,000 common shares over a 48-month period (issued). The
Company also incurred required exploration expenditures on the property of $5,000 annually for four years. On completion of these
obligations, the property was subject only to a 2.0% NSR royalty payable to the optionor from the production of gold, silver and
all base metals and other minerals. The Company had the right to reduce the NSR royalty to 1.0% by the payment of $1,000,000 to
the optionor at any time up to and including the commencement of commercial production.

17







During the year ended March 31, 2014 the
Company sold the Wine Claim Property to the optionor for the amount of $50,000 cash.

In October 2007, the Company entered into an
agreement to acquire 100% interest in the Grand Nickel Project, being the Cedar 1, MB7355 and MEL 324B claims (the “Cedar”
claims), located in the Thompson Nickel Belt, approximately 40 km north-west of the town of Grand Rapids, Manitoba. After a short
exploration program, the Company determined that the property did not meet its expectations, returned the property to the optionor
and recorded a write-down of acquisition costs of $34,250 in fiscal 2009. The Grand Nickel project was written off in the year
ended March 31, 2009.



The Blueberry Property



In November 2009, the Company entered into
an option agreement to acquire the Blueberry property from W.S. Ferreira Ltd. and the Company staked additional claims which have
been appended to the option agreement. The property is located approximately 20 km north-east of Flin Flon, Manitoba. The option
agreement provided for a cash payment of $100,000 ($40,000 paid) and the issuance of 40,000 shares (16,000 issued) over five years
with a down payment of $10,000 (paid). The cash payments were to be made as follows: $10,000 on regulatory approval (paid), $10,000
on the first anniversary (paid), and $20,000 on each of the second (paid) to the fifth anniversary dates. The shares were to be
issued as follows: 4,000 on regulatory approval (completed) and 4,000 on the first anniversary of regulatory approval (completed),
and 0,000 common shares on each of the second (completed) to the fifth anniversary dates.

The Company was required to incur cumulative
exploration expenditures totaling $30,000 following the date of regulatory approval, commencing with expenditures of $5,000 prior
to the first anniversary date and a minimum of $5,000 annually by each anniversary date on or prior to the fifth anniversary. The
total incurred to March 31, 2013 was $156,411. On completion of these obligations, the property will be subject only to a 2.0%
NSR royalty payable to the optionor from the production of gold, silver and all base metals and other minerals. The Company had
the right to reduce the NSR royalty to 1.0% by the payment of $1,000,000 to the optionor at any time up to and including the commencement
of commercial production.

In November 2012 the Company elected
not to make the required $20,000 option payment and issue 8,000 common shares to the optionor. Title to the Blueberry Property
has since been transferred to the optionor. In addition, title to the Blue 1 to Blue 4 claims which were staked following the optioning
of the Blueberry Property have been assigned to the optionor as these claims were appended to the original option agreement.

B.	          Business Overview

General

| | (i) | Nature of Company:
| | --- | ------------------

Agave has historically been a
mineral exploration company. The Company is currently focused on exploration and development of Silver-Gold properties. Agave has
a Silver-Gold exploration property in Mexico and a portfolio of early-stage mineral exploration projects in British Columbia and
Manitoba that may contain silver, gold, and other mineralization. These properties have been explored by a number of companies
over the years, with further work being completed by Agave since their acquisition.



| | (i) | Principal Markets: Not Applicable.
| | --- | ----------------------------------

| | (ii) | Seasonality: Not Applicable.
| | ---- | ----------------------------

18





| | (iii) | Raw Materials: Not Applicable.
| | ----- | ------------------------------

| | (iv) | Marketing Channels: Not Applicable.
| | ---- | -----------------------------------

| | (v) | Dependence: Not Applicable.
| | --- | ---------------------------

| | (vi) | Competitive Position: Not Applicable.
| | ---- | -------------------------------------

| | (vii) | Material Effect of Government Regulation: The Company’s exploration activities and
its potential mining and processing operations are subject to various laws governing land use, the protection of the environment,
prospecting, development, production, contractor availability, commodity prices, exports, taxes, labour standards, occupational
safety and health, waste disposal, toxic substances, safety and other matters. The Company believes it is in substantial compliance
with all material laws and regulations which currently apply to its activities. There is no assurance that the Company will be
able to obtain all permits required for exploration, any future development and construction of mining facilities and conduct of
mining operations on reasonable terms or that new legislation or modifications to existing legislation, would not have an adverse
effect on any exploration or mining project which the Company might undertake.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Nuevo Milenio Project, Mexico



Agave began exploring the Nuevo Milenio Silver-Gold
Project in 2001. Exploration work continued to September 2011. Since that time the property has been on care and maintenance. Two
limited drill programs were completed, one in 2003 and the second in 2006/2007. Agave began a significant diamond drill program
on February 6, 2011, which ended in September 2011.

The Company has obtained an independent
NI 43-101 Technical Report encompassing all historical data and the data acquired during the 2011 drill program.



The Company has no plans to complete further
exploration work on its properties in the immediate future.



C.	           Organizational Structure



The Company has one direct subsidiary, Cream
Minerals de Mexico, S.A. de C.V., incorporated in Mexico. Unless the context otherwise requires, references herein to the “Company”
or “Agave” includes the subsidiary of the Company.



D.	           Property, Plant and Equipment



The Company has mineral exploration
interests in two properties: the Nuevo Milenio Project (Mexico) and the Kaslo Property (British Columbia)

The Company’s mineral property
interests in Canada and Mexico are in good standing and all payments on the properties are up to date.

None of the Company’s projects
have known reserves, and exploration work is exploratory in nature. The Nuevo Milenio Project has an Indicated and Inferred Mineral
Resource estimate in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI
43-101").



Nuevo Milenio Project



The Nuevo Milenio Property is in Nayarit State,
Mexico, and is hosted by a sequence of intermediate to felsic lithic tuff’s, ash tuffs and ash flow and breccias within a
large collapsed caldera setting. The property encompasses 2,612.50 Ha’s and is 100% owned by the Company.



History of the Property

In 2000, Agave entered into an exploration
program on Nuevo Milenio. Work on the property began in 2001 and until 2004 was focused on the Eastern rim of the caldera and associated
areas. In the year ended March 31, 2005, the Company determined that it was not
going to conduct further exploration on the property for the foreseeable future and as a result the property exploration costs
were written down to a nominal carrying value of $1. Nuevo Milenio originally consisted of 4 lots encompassing 6927.8482 Ha’s.
and was denounced in February 2000 by Arnoldo Carrera Gamboa on behalf of Agave. Titles to the lots were received in February 2001
with the agreements to transfer the lots to Agave signed in 2003 and registered with the Department of Mines with Agave as beneficiary.
In June 2005, an application to reduce Nuevo Milenio Fraccion 1 and to drop CMM II was filed with the Department of Mines. The
remaining lot comprised 2,560 Ha’s of the property. Since that time small lots contained within Nuevo Milenio have been denounced
as the owners let their title lapse resulting in the increase the current size of 2,612.50 Ha’s.

19









Accessibility, Climate, Local Resources,
Infrastructure and Physiography

Nuevo Milenio is located southeast of
the city of Tepic in the State of Nayarit, Mexico. Nuevo Milenio is 27 kms by road (24 kms by highway, 3 kms by dirt road) from
Tepic, the capital of Nayarit State, Mexico. Tepic has a population of approximately 300,000 people, and is an important commercial
centre. It is 150 km’s northeast of Puerto Vallarta. A railway, airport, power lines and water are within reasonable distance
of the property providing cost-effective access to infrastructure.



Regional, Local and Property Geology

Nuevo Milenio is located in the Sierra Madre
Occidental Geological Province which extends from the United States Mexican border south to Guadalajara. Magmatic activity, which
includes the emplacement of intrusions into the upper crust as well as eruptive activity, occurs as the result of the subduction
of the Pacific (Faralon) Plate under the North American Plate. The Faralon Plate has been shown to be descending on an angle of
approximately 50 degrees at a rate of 3-4 cm per year. The Sierra Madre Occidental Geological Province is adjoined on its south-western
flank by the Jalisco Block, segment of crust bordered by the Pacific Plate to the West and a series of pull-apart basins (grabens
or rifts) to the northeast and southeast. The pull-apart activity has been responsible for detaching the Jalisco Block from the
North American Plate, and it now acts as a separate floating segment of crust bordered by the Colima rift to the east and the Tepci-Zacoalco
rift to the north. The grabens are controlled by steeply dipping normal faults. These faults and related structures act as important
controls on the development of gold and silver bearing vein systems.



The Sierra Madre Occidental Geological Province
abuts the east-west trending Trans-Mexican volcanic belt which is of a similar age. The Trans-Mexican volcanic belt hosts several
silver-gold deposits including the Deloro, Gammon Lake and O’Campa.



Regionally, the basement rocks seem to be vertically
dipping, well bedded, deeply weathered mafic tuffs which are exposed along the western margin of the property and may be part of
the Jalisco Block. They can be traced to within 200 m of the flat lying Nuevo Milenio sequence of felsic volcanic rock and appear
to continue beneath it.



The Nuevo Milenio mineralized lapilli tuff-agglomerate
terminates in a sinter zone and is capped by finely bedded ignimbritic units of fine-grained welded, ash fall tuffs. These two
units make up the Nuevo Milenio sequence which is surrounded by volcanic rocks of the San Pedro-Ceboruco Graben. These rocks are
much younger and were deposited in a graben within the Sierra Madre Occidental rocks.



Major faulting has been identified in the graben,
in north-south and west-northwest directions and may be present in the mineralized sequence. East-northeast faulting has been reported
from the property and appears to offset sections of the mineralized structures. The extent of these faults and their displacements
is unknown however, the thick ash fall tuff unit that forms the hanging wall of the deposits does not seem to be significantly
displaced.



Nuevo Milenio is a low sulphidation, epithermal
precious metal prospect containing silver-gold mineralization in quartz vein and quartz stock work zones. The project is hosted
by a sequence of intermediate to felsic lithic tuffs, ash tuffs, ash flows and breccias - within a large collapsed caldera setting.
The collapsed caldera is set in an area of Micocene volcanics. Younger rhyolite domes and basalt vents define volcanic centres
along the Caldera rim. Three principal northwest trending zones have been identified on the property, Veta Tomas-Dos Hornos, Once
Bocas North-Once Bocas South and Chacuaco-Cafetal.



20





Economically interesting epithermal
silver-gold mineralization of the low sulphidation type occurs in steeply dipping, laminated to vuggy quartz veins and stockworks
that are exclusively hosted by a lapilli tuff-agglomerate formation. Surface mapping has identified numerous vein-systems, Dos
Hornos 1 and 2, Veta Tomas, Once Bocas, Cafetal and Chacuaco, which define three continuous structures striking northwest
to southeast across the property. The structures that control mineralization extend beyond their explored length and pass under
younger volcanic tuffs and flows which have not been explored in any detail. Disseminated mineralization occurs with variable amounts
of fine-grained sulphide, mainly pyrite, which become scarcer in the upper portions of the geothermal system. The near-surface
portions of the deposits were mined during the Spanish colonial period.

Exploration



Historic Drilling



Drilling was first commenced in the spring
of 2002. The program was comprised of five drill holes totaling 726 metres. A follow-up drill program was initiated in November
2003 and was completed in April 2004. The program consisted of 19 drill holes totaling 3,544 metres.

A report prepared in late 2005 recommended
further work, and an additional $59,655 in exploration costs were written off in the first half of the year ended March 31, 2006,

Drilling re-commenced on the Dos Hornos
zone in late 2006. In January 2007, the focus of the drill program was shifted to in-fill drilling followed by drill testing the
segment between Section 5 (Trench 3) to Section 12 (Mina Santa Gertrudis). The Company completed 31 diamond drill holes along the
Dos Hornos 1 zone for a total of approximately 5,200 metres. Diamond drilling established that additional “Inferred Mineral
Resources” are located within Dos Hornos 1, Dos Hornos 2 and Veta Tomas, a newly defined and higher grade vein.

In May of 2009, Agave outlined a revised,
staged underground development plan. The intention was to stage underground diamond drilling and begin upgrading the inferred mineral
resources to the measured and indicated categories as well as to add additional inferred mineral resources.



In support of the revised underground development
plan, Agave initiated the required environmental studies, including biological, hydrological and land use, as well as a survey
of the proposed area for the portal. The Company did not pursue completion of the environmental permits and negotiations to secure
surface rights or commence work on a planned cross-cut due to the signing of an option agreement with Roca Mines Inc. (“Roca”)
effective July 24, 2009.



In May 2009, Agave announced that a channel
sample taken just inside a recently discovered historic Spanish working on Cerro Dos Pinos, which is located approximately 500
metres southeast of the high-grade silver-gold Veta Tomas vein, yielded assays of 0.95 g/t Au and 452 g/t Ag respectively.



Cerro Dos Pinos lies approximately 500 metres
southeast of drill hole DDH 07 – 23 which was drilled on the Veta Tomas Structure. The Company believes that the new discovery
is a probable fault segment of the high-grade silver-gold Veta Tomas Structure that could extend the known strike length of the
Veta Tomas - Dos Hornos zones from 1,200 metres to approximately 1,800 metres. The historic Spanish adit, 1.60 metres wide and
caved, was driven on a quartz vein structure outcropping within a window of younger devitrified rhyolite flows.

On July 24, 2009, the Company entered
into an option agreement with Roca that would have allowed Roca to earn up to a 70% interest in the Nuevo Milenio Project. On July
22, 2010, Roca notified the Company that it would not be preceding with the option agreement, and the agreement was terminated.

Roca’s drill program consisted
of approximately 1,000 metres of diamond drilling on Dos Hornos 1, Dos Hornos 2, Veta Tomas and Once Bocas. Five holes were drilled
with the intention of twinning existing Agave holes. Drill results largely confirmed the results obtained by Agave.



2011 Exploration and Drilling Program



Agave began a diamond drill program on February
6, 2011. The 2011 drill program called for 10,000 metres of drilling with an option for a second 10,000 metres of drilling. The
first 10,000 metres of drilling was completed in mid-May. The Company elected to exercise its
option for the second 10,000 metres of drilling. The Company completed the drill program at Nuevo Milenio in late September 2011.

21









The objective of the drill program was
three fold:

1. At Dos Hornos 1, Dos Hornos 2 and Veta Tomas conduct in-fill drilling to upgrade the reported Inferred
Mineral Resources.
2. At Once Bocas North conduct drilling to define the known 100 metre wide quartz vein - quartz stock
work zone and to confirm its possible open pit potential, including in-fill drilling to delineate the potential of the higher grade
vein structures.
3. Step-out drilling to test known extensions of Once Bocas North, Once Bocas South, the Chacuaco open
pit potential and high grade quartz vein potential, and the Cafetal South vein structures.

Sampling and Analysis



As of September 19, 2011, 89 drill holes were
completed for a total of 20,292 metres of drilling at Nuevo Milenio and completed the 2011 diamond drill program. Of the 20,292
metres drilled 13,500 were of in-fill drilling and 6,792 were of exploration drilling.

Quality Control and Data
Verification

Ferdinand Holcapek, Sole Administrator
and Director General of Cream Minerals de Mexico, S.A, de C.V. is the Company's qualified person responsible for the Company's
quality control and quality assurance program and has verified technical data. Details of the Company's quality assurance and quality
control program are contained in NI 43-101 Technical Report dated March 20, 2013 and filed on SEDAR on March 25, 2013.

All data disclosed in this document was obtained
from previously issued Agave news releases and the NI-43-101 Technical Report dated March 20, 2013 and filed on SEDAR on March
25, 2013. The 2013 Report and the Mineral Resource Estimate contained herein was prepared by or under the supervision of Al Workman,
P.Geo., Vice-President of WGM, who is responsible for the Current Mineral Resource estimate for the Nuevo Milenio Project. Mr.
Workman and senior WGM Associate, Mr. Derek McBride, P.Eng., who are the Independent Qualified Persons within the meaning of NI
43-101.



Gold-Silver Mineral Resource and
Mineral Reserve Estimates



Cautionary Note to U.S. Investors concerning
estimates of Measured and Indicated Resources



This section uses the terms “measured”
and “indicated resources.” We advise U.S. investors that while those terms are recognized and required by Canadian
regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. investors are cautioned not to assume
that any part or all of mineral deposits in these categories will ever be converted into reserves.

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources



This section uses the term “inferred
resources.” We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities
and Exchange Commission does not recognize it. “Inferred resources” have a great amount of uncertainty as to their
existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred
Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may
not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume
that part or all of an inferred resource exists, or is economically or legally mineable. See Page 5 of this Annual Report for information
relating to Inferred Resources.



Following completion of the 2011 Drill Program,
the Company engaged an independent consulting firm to prepare an independent NI 43-101-compliant resource estimate based on review
of the Company’s previously compiled exploration data as well as exploration data collected during the 2011 Drill Program.
The 2012 Report was filed on SEDAR on October 2, 2012.



22





On March 25, 2013, the Company filed an independent
NI 43-101 Technical Report on the Nuevo Milenio project co-authored by Dr. Derek McBride, P.Eng, and Al Workman of WGM. The
2013 Report replaces in entirety the 2012 Report. The 2013 Report addresses the concerns raised by the British Columbia Securities
Commission with respect to the 2012 Report as outlined in the Company’s news release dated October 23, 2012. WGM is Canada’s
longest running independent firm of geological and mining consultants providing value-added professional services to the global
mineral resource industry. WGM’s expertise includes Mineral resource and reserve estimates, NI 43-101 and JORC technical
reports, project management, property valuations and due diligence reviews.



The 2013 Report contains an
updated independent mineral resource estimate on the Nuevo Milenio project and replaces in its entirety all previous resource estimates
filed by Agave. The previous resource estimates can no longer be relied upon.



Independent Mineral Resource Estimate
Summary



The 2013 Reportby WGM provides an estimate
of the Mineral Resource Estimate on Agave’s Nuevo Milenio property with individual estimates for each of the Dos Hornos 1,
Dos Hornos 2, Veta Tomas and Once Bocas North zones. These estimates incorporate both gold and silver mineralization and are based
on the drill hole database spanning approximately 10 years of drilling. The estimates were prepared from a polygonal model using
a C$:US$ exchange rate of par (1:1) and on the following metal prices in US dollars per ounce: Au at $1635.00 and Ag at $31.50
as established at the close of trading on February 7, 2013. Gold and silver assays and metal prices were also used to calculate
equivalent-silver grades. WGM’s review of the assay data indicates that extreme high-grade assays (nuggets) are rare in the
assay database. High grade silver assays were cut to 1,000 g Ag/t. No assay cutting was required for gold values. A minimum true
thickness of 1.5 metres (5.7 feet) was imposed on intersections to qualify as Mineral Resources. WGM’s base case estimate
of the Mineral Resources used a minimum cut-off grade of $75 contained value in silver and gold. The resources were estimated without
consideration for metal recoveries and were classified in compliance with NI 43-101. The Mineral Resources for the project in accordance
with WGM’s base case cut-off are summarized as follows.

23









Summary of Nuevo Milenio Project Mineral
Resource Estimates

(using grade cut-off equivalent to US $75/tonne
Au-Ag value)



|Zone and
        Resource Class | Tonnes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Thickness
        (avg. m.) | Average Grade | Equivalent Silver Grade
|------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ------------- | -----------------------
|g Ag/t                          | g Au/t                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Ageq (g/t)                 
|Dos Hornos 1                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                             |               |                        
|Indicated Resources             | 268,116                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 4.80                        | 164           | 0.66                   
|Inferred Resources              | 80,594                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 4.60                        | 155           | 0.75                   
|Dos Hornos 2                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                             |               |                        
|Indicated Resources             | 335,887                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 7.92                        | 124           | 1.00                   
|Inferred Resources              | 183,107                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 5.79                        | 107           | 1.00                   
|Veta Tomas                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                             |               |                        
|Indicated Resources             | 278,967                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 5.70                        | 173           | 0.87                   
|Inferred Resources              | 156,185                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 4.76                        | 126           | 0.82                   
|Once Bocas North                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                             |              
|Indicated Resources             | 223,783                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 8.95                        | 112           | 0.63                   
|Inferred Resources              | 117,949                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 9.68                        | 119           | 0.70                   
|All Zone Segments               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                             |              
|Indicated Resources             | 1,106753                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 6.81                        | 144           | 0.81                   
|Inferred Resources              | 537,835                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 6.17                        | 122           | 0.84                   
|                                | Notes:
        1.Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
        Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing,
        or other relevant issues.
        2.The quantity and grade of reported Inferred Resources in this estimation are uncertain in nature
        and there has been insufficient exploration to define these Inferred Resources as an Indicated or Measured Mineral Resource and
        it is uncertain if further exploration will result in upgrading them to an Indicated or Measured Mineral Resource category.
        3.The Mineral Resources were estimated using the Canadian Institute of Mining, Metallurgy and
        Petroleum standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve
        Definitions and adopted by CIM Council December 11, 2005.
        4.S.G. of 2.65 tonnes/m3 was used.
        5.
        Tonnage and contained Ag
and Au are rounded to nearest thousand or thousandth. Totals may not add up due to rounding
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                             |               |                        



Sensitivity Analysis

Sensitivity analysis demonstrates that the
Mineral Resource Estimate is not greatly affected by $10 value changes in the cut-off grade. This is a consequence of a general
lack of shoulders to the mineralization on most sections. It is possible that a substantial reduction of the cut-off grade to,
for example $50 of gold and silver value would bring additional sub-zones into Mineral Resource Estimate. However WGM believes
that it would be difficult to mine such grades at a profit. Additional resources might be forthcoming if those portions of the
deposit amenable to open-cut mining were modeled separately, however it is WGM’s view that such operations would not substantially
alter the current resource total because the average true thickness of all zones contributing to the base case Mineral Resources
Estimate is in excess of 6 m.



The 2013 Report and the Mineral Resource Estimate
contained therein was prepared by or under the supervision of Al Workman, P.Geo., Vice-President of WGM, who is responsible for
the Current Mineral Resource estimate for the Nuevo Milenio Project. Mr. Workman and senior WGM Associate, Mr. Derek McBride, P.Eng.,
who are the Independent Qualified Persons within the meaning of NI 43-101.



Measurement uncertainty and
impairment assessments

24





Mineral resources estimates are
inherently uncertain. See "Item 3D - Risk Factors - Risks Associated with Mineral Exploration".

Agave is in the exploration stage
on its mineral property interests, and has expensed its exploration costs. The mineral property costs that are capitalized relate
to mineral property acquisition costs. At March 31, 2014, the carrying value of mineral property interests was $Nil. To the extent
that the cumulative exploration amounts expensed to date were significantly in excess of the property carrying value and in the
absence of negative exploration results or a decision to abandon the property management has concluded that the fair values of
the properties is at least equal to or greater than its book value.

In addition, the Company re-evaluates
the carrying values of equipment when events or changes in circumstance indicate that carrying values may not be recoverable. If
it is determined that the estimated net recoverable amount based on non-discounted cash flows is less than the carrying value,
a write-down to the estimated fair value is made by a charge to earnings. Where estimates of future cash flows are not available
and where other conditions suggest impairment, management assesses whether the carrying value can be recovered.

The Company completed an impairment
assessment for each of its mineral property interests for the year ended March 31, 2013 and wrote down the remaining carrying value
of $97,080. Although management believes that estimates applied in these impairment assessments are reasonable, such estimates
are subject to significant measurement uncertainty and judgments.



Exploration Expenditures

Expenditures incurred by the Company
on Nuevo Milenio in fiscal 2014 (fiscal 2013 numbers in parentheses) include the following: assays and analysis - $Nil ($2,624);
drilling – $Nil ($Nil); geological and geophysical - $153,009 ($382,860); site activities - $279,513 ($302,995) and travel
and accommodation- $10,926 ($17,707).



Project Schedule



The Company has suspended all exploration activity
at Nuevo Milenio and placed the property on care and maintenance. The Company will continue to keep the property in good standing
by paying all property taxes and ensuring all State and Federal Mexican government regulations are adhered to and all required
reports are filed on time. In addition, access to the property will be maintained to facilitate site visits.



Exploration Projects, British Columbia Properties



The Company has two early-stage exploration
projects in British Columbia, Canada. The locations are shown on the map below, with details of the projects following.



Exploration activities on the Kaslo properties
have been planned and carried out under the supervision of Dr. Derek McBride, P.Geo and is the Company’s “Qualified
Person” for the purpose of NI 43-101, “Standards of Disclosure for Mineral Projects”.



Kaslo Property, British Columbia



Introduction



The Kaslo property is without known mineral
resources and reserves and the proposed programs are exploratory in nature. In fiscal 2012, the Company wrote down the value of
the property to $nil.



Property Location and Geology

The 100% owned property encompasses
nine former high-grade silver-lead-zinc historic small scale mines located in southeastern British Columbia, Canada. The various
mines operated at different times during the period from 1895 to 1966. The property currently consists of 7 modified grid claims,
13 crown grants, 8 reverted crown grants, 37 two-post claims and one mining lease of three units, for a total 160 units.

In October 2004 Agave commenced a diamond
drill program on Kaslo. This two-hole drill program was designed to test the lateral and down dip extensions of the high grade
silver mineralization found within the strongly faulted Silver Bear shear structure. Diamond drilling was suspended after attempts
to drill through the highly mineralized fault zone were unsuccessful. The initial drill hole was abandoned at 34 metres when the
drill proved incapable of coring the shear zone. A second steeper
angled drill hole was successful in intersecting the hanging wall of the mineralized shear structure. However, the second hole
did not penetrate the entire width of the shear zone and did not intersect the high-grade footwall mineralization.

25







Prior drilling by Agave in 1998 returned
values up to 2,271 g/t silver over 0.51 metres within a 3.25 metre interval that assayed 390.05 g/t silver from drill hole 98SB-05.
The highest silver values intersected in the previous drill program were obtained from the strongest part of the shear zone tested
during that program. These step-out holes intersected what appears to be broader and more intense shearing that may be related
to higher-grade silver values.

Location and Access

The 4,000-hectare property is located
12 km west of the town of Kaslo in southern British Columbia. Access to the property is via Highway 31A for seven km west from
Kaslo, then 4.5 km southwest along Keen Creek Road to the property boundary. The property lies along the Keen Creek Road for approximately
10 km. Logging roads and numerous old mining roads and trails, some of which are heavily overgrown, bisect the property. Power
lines come to within 4 km of the property boundary, and water is abundant throughout.

Description: Kaslo Property_BC

Physiography

Kaslo is located in an area of rugged
mountainous terrain. Topography on the property is steep with elevations ranging from 1,050 metres along the Keen Creek valley
to 2,200 metres on the Gold Cure ridge.

The Keen Creek valley runs along the
northwest boundary of the property, with numerous tributaries crossing the property and emptying into Keen Creek. The major tributaries,
from northeast to southwest are Ben Hur, Briggs, Klawala, Kyawats and Desmond Creeks.

History

Kaslo includes nine former, small mines,
which were originally discovered and worked for high-grade silver ores during the heyday of the Slocan Mining Camp at the end of
the 19th century. Intermittent exploration, development and production have taken place at various locations on the property since
that time, most notably in the 1920s and 1950s. The Cork-Province Mine was consolidated in 1914 and was the longest-lived producer
in the camp when it closed in 1966. Five former workings, the Silver Bear, Hartford, Gibson, Gold Cure, and Bismark are situated
along the Gold Cure Shear zone, which has been traced northeast across the property for 7.1 km. Five additional workings, the Black
Bear, Cork, Province, Dublin and Black Fox workings lie along the parallel 4.1 km long Cork Shear zone, located in the Keen Creek
valley approximately 1 km north of the Gold Cure Shear zone. Both shears are open along strike to the north and at depth.

Geophysics

Since it acquired the property, Agave
has completed 51.7 km of VLF-EM geophysical coverage over the mineralized Cork and Gold Cure Shear zones. The geophysical surveys
clearly define the location and extent of the controlling shears, as they are very conductive by nature.

26





In 1999, a gravity geophysical survey
was conducted over the Cork North zone to define which of the several limestone beds have the best potential to host massive sulphide
mineralization. Targets generated by the gravity survey have not been drill tested.



Geochemistry

Soil geochemical surveys have been completed
over the length of the Cork and Gold Cure Shear zones. Linear trends of anomalous values for silver, lead and zinc in soil have
been found running coincident with the shear zones. Occasionally gold, arsenic, cadmium and other elements occur with the silver,
lead and zinc anomalies.

Black Bear Group of Claims

For a description of Agave’s interest
in this property, see “Kaslo Silver Property” under Item 4 above.

Location and Access

The Black Bear claims are located immediately
north of and are contiguous with the Bismark Claims. The property is composed of a three-claim mining lease and three reverted,
crown-granted mineral claims situated just 600 metres along strike to the north of the former Cork-Province Mine on the adjacent
Bismark Claims. The Black Bear claims can be accessed through the Kaslo property, which is located 12 km west of the town of Kaslo
in southern British Columbia. Access to Kaslo is via Highway 31A for 7 km west from Kaslo, then 4.5 km southwest along Keen Creek
Road to the property boundary.

History

The property encompasses three former
silver producers, the Mastodon, Liberty, and Black Bear workings. The Mastodon and Liberty workings were discovered and operated
in the late 1890s. The Black Bear was probably discovered at the same time but the only government reports of this occurrence are
from 1920 when the mine was rehabilitated to explore a 48-centimetre wide vein that yielded 2.74 g/t gold, 181.7 g/t silver, 15.0%
lead and 3.6% zinc.

The Liberty and Mastodon workings were
on adjacent crown grants that were initially worked in 1899. Workings consist of eight or more short adits and shafts that explore
two or more fissure-vein lodes striking northeast and in part conforming with the structure of the host metasediments. Exploration
completed by Agave in 1997 on the adjacent Bismark Claims suggests that the Black Bear workings are probably hosted by the same
shear structure that hosts the Cork-Province Mine. The Liberty and Mastodon workings are believed to be on parallel structures.

Agave completed a preliminary program
of geological mapping, geochemical surveys, VLF electro-magnetometre surveys, a reconnaissance gravity geophysical survey, excavator
trenching and 110 metres of diamond drilling in three short holes over the Black Bear Claims in 1998 and 1999. The trenching program
successfully encountered several small massive sulphide bodies that were tested with three short, wide spaced, diamond drill holes.
Sulphides were primarily pyrite, arsenopyrite and sphalerite containing low-grade silver values.

Black Fox Claims

In June 1998, Agave purchased a 100%
interest in the Black Fox Claims located near Kaslo, British Columbia. The property comprises three crown-granted mineral claims:
the Daisy, Black Fox and California. The former Black Fox mine workings are located on the Daisy Claim, immediately adjacent to
the Cork-Province area on Agave’s Bismark Claims. The claims lie on the southwest extension of the Cork Shear zone.

There was no material work carried out
on the property in fiscal 2003 or 2004 as Agave did not have sufficient working capital to conduct a full-scale exploration program
on the properties that make up Kaslo. As a result, in 2003, Agave wrote down deferred acquisition and exploration costs to a nominal
carrying value of $1 to reflect the extended period of inactivity on the property. The claims remain in good standing and the property
is considered a long-term asset of the Company. Exploration costs incurred since the year ended March 31, 2005, to March 31, 2008
of $162,099 have been expensed. Additional costs of $359 were expensed in fiscal 2009. The property was written down to $Nil during
fiscal 2012.

27





Proposed Exploration

No significant exploration work is proposed
for fiscal 2015.

Dr. Derek McBride, has supervised the
Company’s Canadian exploration programs summarized above and is the Company’s supervisor and “Qualified Person”
for the purpose of NI 43-101.

Goldsmith Property, British Columbia



During the year ended March 31, 2014, the Company
transferred title to the Goldsmith and Lucky Jack properties to the optionors.



Exploration Projects, Manitoba Properties

Description: CMA Wine and Bluberry Map_Sep 2010.jpg

Blueberry Property, Manitoba

In November 2012 the Company elected
not to make the required $20,000 option payment and issuance of 80,000 common shares to the optionor. Title to the Blueberry Property
has since been transferred to the optionor. In addition title to the Blue 1 to Blue 4 claims which were staked following the optioning
of Blueberry Property have also been assigned to the optionor as these claims were appended to the original option agreement.

Wine Nickel-Copper Property, Manitoba

During the year ended March 31, 2014
the Company sold the Wine Claim to the optionor for the amount of $50,000 cash.

28





Capital Expenditures and write-downs

Agave’s principal capital expenditures
and write-downs over the two fiscal years ended March 31, 2014 and 2013, are as follows:



|Year | Mineral Property Acquisitions | Equipment Acquisitions | Mineral Property Write-downs
|---- | ----------------------------- | ---------------------- | ----------------------------
|2014 | $        --                   | $       --             | $           -               
|2013 | --                            | --                     | 97,080                      



Amounts Expensed

Exploration expenses in the five fiscal years
ended March 31:



|Year | NuevoMilenio   | Kaslo Silver Property, British Columbia | Goldsmith and Other Properties, British Columbia | Manitoba Properties | Casierra Property, Sierra Leone | Total      
|---- | -------------- | --------------------------------------- | ------------------------------------------------ | ------------------- | ------------------------------- | -----------
|     |                |                                         |                                                  |                     |                                 |            
|2014 | $      443,448 | $       40,107                          | $           Nil                                  | $           Nil     | $               Nil             | $   483,555
|2013 | 706,186        | 7,065                                   | Nil                                              | 3,935               | Nil                             | 717,186    
|2012 | 2,721,792      | 39,027                                  | Nil                                              | 2,300               | Nil                             | 2,763,119  
|2011 | 1,614,295      | 580                                     | 80,019                                           | 7,256               | Nil                             | 1,702,150  
|2010 | 245,753        | (19,108)                                | (15,120)                                         | 143,038             | 24,510                          | 379,073    



The Company’s sole source of funding
has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions.
The Company has issued common shares in each of the past few years, pursuant to private placement financings and the exercise of
warrants and options.

ITEM 4A.	unresolved
staff comments

Not applicable.

item 5.	Operating
and financial review and prospects



The following discussion and analysis should
be read in conjunction with the audited consolidated financial statements of Agave for the years ended March 31, 2014 and 2013
and the related notes thereto. Agave’s consolidated financial statements have been prepared in accordance with IFRS as issued
by the IASB.



Overview



Agave is a mineral exploration company with
no producing properties and consequently has no current operating income or cash flow. All of Agave’s short to medium-term
operating and exploration cash flow must be derived from external financing.



Critical accounting policies and changes
in accounting policies



The preparation of financial statements requires
management to establish accounting policies, estimates and assumptions that affect the timing and reported amounts of assets, liabilities,
revenues and expenses. These estimates are based upon historical experience and on various other assumptions that management believes
to be reasonable under the circumstances, and require judgment on matters which are inherently uncertain. A summary of the Company’s
significant accounting policies is set out in Note 2 of the Company’s consolidated financial statements for the years ended
March 31, 2014 and 2013.



29





Recent accounting pronouncements



A summary of recent accounting pronouncements
issued which may affect the Company in the future are set out in Note 2 (p) of the Company’s consolidated financial statements
for the years ended March 31, 2014 and 2013.



A.	           Operating Results



Year Ended March 31, 2014 (“fiscal
2014”), Compared to Year Ended March 31, 2013 (“fiscal 2013”)



In fiscal 2014, Agave incurred a loss
of $1,199,620, a loss per common share of $0.06, compared to a loss $1,794,629, a loss of $0.12 per common share in fiscal 2013.



Exploration costs of $483,555 were
incurred in fiscal 2014, compared to $717,186 in fiscal 2013, contributing to the loss in each year. Expenditures in fiscal 2014
by project area, with comparative figures for fiscal 2013 in parentheses are as follows: Kaslo, British Columbia - $40,107 ($7,065);
Manitoba Properties, Manitoba - $Nil ($3,935) and Nuevo Milenio, Mexico - $443,448 ($706,186).



Total expenses other than exploration costs
and write-down of exploration and evaluation assets totaled $766,569 in fiscal 2014, compared to $968,160 in fiscal 2013. Significant
differences between the levels of expenditures in the two fiscal years include the following:



General and administrative expenses, consisting
of depreciation, office and administration, travel and conferences decreased from $134,585 to $56,916 in expenses. Rent, office
expenses and other overhead costs decreased as Agave relocated to smaller space and no longer uses Quorum Management and Administrative
Services Inc. (“Quorum”) for these services. Accruals made in prior periods were adjusted for in this year, which offset
some of the expenses incurred during the year.



Professional fees, which include legal, accounting
and audit fees, increased from $154,245 to $174,741 primarily as a result of increased legal fees related to the reorganization
of the Company effective October 3, 2013.



Salaries and benefits decreased marginally
from $395,947 to $394,530. Although there was an increase due to a severance payment to the former President and CEO, this increase
was offset by a lower salary to the current President and CEO.



Shareholder communications decreased from $193,257
to $95,860, due to the decreases in salary and services related to investor relations, advertising costs and news release disseminated
due to decreased activity and the Company closely monitoring treasury.



Share-based payments decreased from $3,811
to $Nil. There were no options granted during the years ended March 31, 2014 or 2013. The 2013 expense incurred was due to the
vesting of options granted earlier.



Write-downs on exploration and evaluation assets
decreased from $97,080 to $Nil. During the year ended March 31, 2012 the Company wrote down the majority of its remaining Canadian
properties, Goldsmith, Stephens and Wine. The Blueberry property was the only property that was not written down until fiscal 2013,
which is when the Company terminated its option. The carrying value of the Company’s exploration and evaluation assets is
$Nil.



Agave conducted most of its exploration
activities in Mexico and in Canada in fiscal 2014, and as such, the Company has foreign exchange risks associated with exploration
in foreign jurisdictions. The Company had a foreign exchange loss of $6,022 in fiscal 2014, compared to a foreign exchange loss
of $1,053 in fiscal 2013. The Company’s cash balances are primarily held in Canadian dollars with nominal funds held in United
States dollars and in Mexican pesos.



Fiscal 2013 Compared
to Year Ended March 31, 2012 (“fiscal 2012”)



In fiscal 2013, Agave incurred a loss of $1,794,629,
a loss per common share of $0.12, compared to a loss $4,883,290, a loss of $0.32 per common share in fiscal 2012.



Exploration costs of $717,186 were incurred
in fiscal 2013, compared to $2,763,119 in fiscal 2012, contributing to the loss in each year.  Expenditures in fiscal
2013 by project area, with comparative figures for fiscal 2012 in parentheses are as follows: Kaslo, British
Columbia - $7,065 ($39,027); Manitoba Properties, Manitoba - $3,935 ($2,300) and Nuevo Milenio, Mexico - $706,186 ($2,721,792).

30









Total expenses other than exploration costs
and write-down of exploration and evaluation assets totaled $984,160 in fiscal 2013, compared to $1,720,277 in fiscal 2012.  Significant
differences between the levels of expenditures in the two fiscal years include the following:



General and administrative expenses, consisting
of depreciation, office and administration, travel and conferences increased from a credit of $8,828 to $134,585 in expenses.



Management, administrative, and other services
were provided by Quorum Management and Administrative Services Ltd. (“Quorum”), a private company held jointly, with
a one-third interest each, by the Company and two other public companies, ValGold Resources Ltd. and Emgold Mining Corporation.  Quorum
provided services on a full cost recovery basis to the various entities sharing office space with the Company until August 31,
2012.  In September, the Company hired a Controller to take over the services that were provided by Quorum.   The
reason for the credit balance in fiscal 2012 was due to the Company renegotiating fees related to prior periods with Quorum.  The
credit received in 2012 was used to offset fiscal 2012 invoices.  The three public companies have deferred dissolving
Quorum and will maintain the company as inactive.



Professional fees, which include legal, accounting
and audit fees, decreased from $176,405 to $154,245 due to no audit and accounting IFRS transition related fees in fiscal 2013.  The
decrease of these costs in the year ended March 31, 2013 were partially offset by higher legal fees relating to the Company’s
filing of its NI 43-101 technical report.



Salaries and benefits decreased from $453,463
to $395,947 due to a decrease of services provided by Quorum and no fees paid for services of a Corporate Secretary for the year
ended March 31, 2013.  These decreases were partially offset due to hiring a Controller to take over the services that
were provided by Quorum.



Shareholder communications decreased from $522,007
to $193,257, due to decreases in services of an investor relations employee and consultants, website design and maintenance, printing,
conference fees, (“AGM”) materials, and related shareholder awareness costs.



Share-based payments decreased from $480,229
to $3,811.  During the year ended March 31, 2013 there were no stock options granted and the only expense incurred was
due to the vesting of options.  In the year ended March 31, 2012, there were 2,300,000 options granted.



Write-downs on exploration and evaluation assets
decreased from $440,812 to $97,080.  During the year ended March 31, 2012 the Company wrote down the majority of its
remaining Canadian properties, Goldsmith, Stephens and Wine.  The Blueberry property was the only property that was not
written down until fiscal 2013, which is when the Company terminated its option.



Agave conducted most
of its exploration activities in Mexico and in Canada in fiscal 2013, and as such, the Company has foreign exchange risks associated
with exploration in foreign jurisdictions.  The Company had a foreign exchange loss of $1,053 in fiscal 2013, compared
to a foreign exchange loss of $12,638 in fiscal 2012.  The Company’s cash balances are primarily held in Canadian
dollars with nominal funds held in United States dollars and in Mexican pesos.



B.	Liquidity and Capital Resources



Financial Conditions for the year ended
March 31, 2014



The Company’s major source
of funding has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors
and institutions. The Company has issued common shares in each of the past few years, pursuant to private placement financings
and the exercise of warrants and options.

There is no assurance that the
Company will be successful with any financing ventures. Please refer to Item 3 – Key Information – section D - Risk
Factors in this document.

At March 31, 2014, the Company
had a working capital deficit of $404,648, defined as current assets less current liabilities, compared with a working capital
deficit of $251,609 at March 31, 2013. The Company’s consolidated financial statements were prepared using IFRS applicable
to a going concern. Several adverse conditions cast substantial doubt on the validity
of this assumption – see “Going Concern” disclosure below. When the Company has unused cash, it primarily invests
its unused cash in guaranteed investment certificates which are redeemable in full after 30 days with interest or in treasury bills.
There have been no investments in commercial paper. Where the initial term of the guaranteed investment certificate is greater
than 90 days, it is recorded as a short-term investment.

31







Operations for the year ended
March 31, 2014, have been funded primarily from the issuance of common shares by way of Private Placement to insiders, officers
and directors.

Potential Restrictions on Transfer
of Funds by Subsidiaries

The Company’s subsidiary
is a Mexican incorporated corporation. There are no currency restrictions on the transfer of funds from Mexico to Canada.The
Company has no source of operating cash flow and has a history of operating losses. Agave has no revenue from operations and all
of its mineral property interests are in the exploration or development stages. The Company does not expect to receive significant
revenue from operations at any time in the near future, and Agave has had no prior years’ history of earnings or operating
cash flow. Neither Agave nor its predecessors have paid dividends on their shares since incorporation and the Company does not
anticipate doing so in the foreseeable future.



Investing Activities



As at March 31, 2014, Agave has capitalized
$Nil (2013 - $Nil).



Capital Resources



As discussed above, at March 31, 2014, Agave’s
working capital deficit was $404,648 compared to a working capital deficit of $251,609 at March 31, 2013. The Company’s continued
operations are dependent upon the Company’s ability to obtain sufficient financing to carry on planned operations. The Company
does not have sufficient working capital to meet its obligations in the ordinary course of business but is attempting to generate
sufficient amounts of cash and cash equivalents in the short and long term, to maintain the Company’s operations and meet
obligations by reviewing all options including the sale of one or more properties, a joint venture of one or more properties, or
an equity financing. The Company will select whichever funding options are available and are in the best interest of the shareholders.



At March 31, 2014, the Company had 25,834,059
common shares issued and outstanding



Share Capital



The Company’s continued operations
are dependent upon the Company’s ability to obtain sufficient financing to carry on planned operations.



2014



Effective October 3, 2013, the Company
completed a share consolidation on the basis of ten (10) pre-consolidation common shares for one (1) post-consolidation common
share. The periods presented prior to the consolidation have been retroactively adjusted to reflect this consolidation unless otherwise
stated.



During the year ended March 31, 2014
the Company completed, in two tranches, a non-brokered private placement for total proceeds of $1,030,000. The private placement
was entirely subscribed by insiders, directors and officers of the Company. The private placement consisted of the issuance of
10,300,000 units of the Company at a price of $0.10 per Unit. Each Unit is comprised of one common share and one common share purchase
warrant, each warrant entitling the holder thereof to purchase one additional common share at a price of $0.25 for a term of two
years after closing. The share purchase warrants were valued using a Black-Scholes pricing model using the following assumptions:
weighted average risk free interest rate of 1.08-1.18%, volatility factors ranging from 135.38% to 136.66% and an expected life
of two years.



2013



On April 13, 2010, the Company completed
a private placement of a total of 2,296,321 units at a price of $0.70 per unit for gross proceeds of $1,607,425. Each unit is comprised
of one common share and one non-transferable share purchase warrant. Each warrant entitles the holder to purchase one additional
common share of the Company for a period of 24 months at the exercise
price of $1.00 for a period of 12 months from the date of issue of the warrant and at a price of $1.50 for the remaining 12-month
period. Compensation was paid to certain eligible arms-length parties in an amount equal to 10% of the total proceeds raised from
the sale of the units to subscribers, and payable at their election in cash or units of the Company or a combination thereof. A
cash commission of $59,185 was paid, and a total of 14,400 finder's units were issued. The finder's units have the same terms as
the units. The finder’s warrants and share purchase warrants were valued using a Black Scholes option pricing model using
the following assumptions: weighted average risk free interest rate of 1.15%-1.98%, volatility factors of 94%-131% and an expected
life of 2 years. The total value ascribed to the finder’s warrants and share purchase warrants was $659,782.

32









If the Company's common shares trade
at or above $3.00 per share for 10 consecutive trading days, the Company may, at its discretion, accelerate the expiration of the
warrants (and including the warrants forming part of the finder's units) by providing notice in writing to the holders of such
securities, whereby such warrants will expire within 30 days from the date of such written notice. Mr. Frank A. Lang, a former
President and director and the former Non-Executive Chairman of the Company who resigned subsequent to the fiscal year end, acquired
510,000 units in the private placement for the subscription price of $357,000.



On December 21, 2010, the Company completed
a bought deal financing of a total of 3,750,000 units at a price of $1.60 per unit for gross proceeds of $6,000,000. Each unit
consisted of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder thereof to
acquire one common share of the Company at an exercise price of $2.40 per common share until December 21, 2012, provided that if
after four months and one day following the Closing Date, the closing price of the common shares of the Company traded on the TSX
Venture Exchange, close at a price in excess of $6.00 per common share for 20 consecutive days, the Company will be able to accelerate
the expiry of the warrants to the date that is 30 days after notice of the new expiry date is provided to the holders of the warrants.
The share purchase warrants were valued using a Black Scholes option pricing model using the following assumptions: weighted average
risk free interest rate of 1.64%, volatility factors of 102.24% and an expected life of 2 years. The total value ascribed to the
share purchase warrants was $2,073,168.



Compensation was paid to certain eligible
arms-length parties in an amount equal to 8% of the total proceeds raised from the sale of the units to subscribers, and payable
in cash. A cash commission of $480,000 was paid, and a total of 375,000 finder's units were issued. Each finder’s warrant
entitles the warrant holder to acquire one common share and warrant at a price of $1.60 until December 21, 2012. The warrant entitles
the holder to acquire an additional warrant at a price of $2.40 until December 21, 2012. The finder’s warrants were valued
using a Black Scholes option pricing model using the following assumptions: weighted average risk free interest rate of 1.33%-1.64%,
volatility factors of 97.46%-102.24% and an expected life of 2 years. The total value ascribed to the finder’s warrants was
$755,565.



The securities offered have not been
registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent
registration or an available exemption from the registration requirements.



Options and Warrants



In April 2010, the Company issued 2,296,321
share purchase warrants relating to a private placement. Each warrant entitles the holder to subscribe for one common share for
a period of 24 months following the date of issue, exercisable at $1.00 in the first 12 month period, and $1.50 in the remaining
12 month period. Finder’s warrants totaling 14,400 were awarded in relation to the financing. The finder’s warrants
have the same terms as the warrants included in the units sold to purchasers. If the Company's common shares trade at or above
$3.00 per share for 10 consecutive trading days, the Company may, at its discretion, accelerate the expiration of the warrants
(and including the warrants forming part of the finder's units) by providing notice in writing to the holders of such securities,
whereby such warrants will expire within 30 days from the date of such written notice. The shares and warrants issued in connection
with this non-brokered private placement are subject to a minimum hold period of four months.



On December 21, 2010, the Company issued
3,750,000 share purchase warrants relating to a private placement. Each warrant entitles the holder to subscribe for one common
share for a period of 24 months following the date of issue, exercisable at $2.40. Finder’s warrants totaling 375,000 were
awarded in relation to the financing. The finder’s warrants entitle the holder to acquire one common share and warrant at
a price of $1.60 until December 21, 2012. The warrant entitles the holder to acquire an additional warrant at a price of $2.40
until December 21, 2012. The shares and warrants issued in connection with this non-brokered private placement are subject to a
minimum hold period of four months. Following
expiry of the four month hold period, if the closing price of the common shares of the Company traded on the TSX Venture Exchange,
close at a price in excess of $6.00 per common share for 20 consecutive days, the Company will be able to accelerate the expiry
of the warrants to the date that is 30 days after notice of the new expiry date is provided to the holders of the warrants.

33









During the year ended March 31, 2011,
the Company granted a total of 657,500 incentive stock options to directors, officers, employees and consultants of the Company
exercisable over a five year period expiring March 4, 2016 valued at a price of $3.80 per share using the Black-Scholes valuation
model, in accordance with the Company’s 10% rolling stock option plan.



Financing Activities



Further financing will be required for
general and administrative costs. This could involve joint venture, equity financing, sale of assets, or other forms of financing.



Going Concern



At March 31, 2014, the Company has a
working capital deficit. Additional financing is required.



The Company has incurred operating losses
since inception, has no source of operating cash flow, minimal income from short-term investments, and there can be no assurances
that sufficient funding, including adequate financing will be available to explore its mineral properties and to cover general
and administrative expenses necessary for the maintenance of a public company. The ability of the Company to arrange additional
financing in the future depends in part, on the prevailing capital market conditions and mineral property exploration success.
These factors cast substantial doubt on the Company’s ability to continue as a going concern.



The consolidated financial statements
do not include any adjustments to the recoverability and classification of recorded assets, or the amounts of, and classification
of liabilities that would be necessary if the going concern assumption were not appropriate. Such adjustments could be material.



Plans for Fiscal 2015



The Board of Directors has and will continue
the review of all available strategic alternatives intended to maximize shareholder value.



The Company has suspended exploration
work at its Nuevo Milenio Silver-Gold Project. It has not determined whether its mineral property interests contain mineral reserves
that are economically recoverable. The Company’s continuing operations and the underlying value and recoverability of the
amounts shown for mineral property interests are entirely dependent upon the existence of economically recoverable mineral reserves,
the ability of the Company to obtain the necessary financing to complete the exploration and development of the mineral property
interests and on future profitable production or proceeds from the disposition of the mineral property interests.



Contractual Obligations in 2015



See Item 5 (d) for a table of contractual obligations
at March 31, 2014.

34





Trend information



Agave Minerals



As a mineral resource exploration company,
Agave’s activities are mainly in response to metal prices and the availability of equity financings. Historically Agave has
strategically focused its exploration activities on potential silver and gold projects. The recent trend for metal prices has been
somewhat volatile for gold and silver. The mineral exploration industry has been through a very difficult period with low prices
for both precious and base metals over the period from 1999 to 2004. Beginning in 2004 prices for both gold and silver began a
sustained increase in price that has largely persisted through mid-2012, at which time prices began to decline. However, during
the period from 2004 and, in particular, from the 2008 financial crisis onward, such financing has been available periodically.
The factors cited above have acted to restrict the availability of funding at certain times.

Agave’s Management and board of
directors are not financial or commodity analysts and therefore cannot and should not forecast prices for silver and gold. Management
and the directors do monitor silver and gold industry trends, specifically demand supply data and believe that the silver and gold
markets should continue to experience positive fundamentals. As such Agave will continue to advance its silver-gold properties,
subject to available funds.

See the risk section for average, high
and low gold and silver prices to the date of the filing of this Annual Report on Form 20-F.



C.	           Off-statement of financial position
arrangements



The Company does not have any off-statement
of financial position arrangements that have or are reasonably likely to have a current or future effect on the Company’s
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that is material to investors.



D.	           Tabular disclosure of contractual
obligations

The following table summarizes the Company’s
short-term and long-term obligations as at March 31, 2014:



|    | Less than one year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | 5th and subsequent years (1) | Total
|--- | ------------------ | --------- | --------- | --------- | --------- | ---------------------------- | -----
|N/A | N/A                | N/A       | N/A       | N/A       | N/A       | N/A                          | N/A  



| | (1) | Mineral property option payments are made at the option of the Company, however non-payment
of mineral property leases may result in forfeiture of Agave’s rights to a particular property.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Safe Harbour

See above – “Cautionary
Statement Regarding Forward-Looking Information.”

ITeM 6.	       Directors,
senior management and employees



A.	           Directors and Senior Management



The following table lists the directors and
senior management of the Company. The directors have served in their respective capacities since their election and/or appointment
and will serve until the next AGM or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws
of the Company. Mr. Ronald Lang was appointed President and Chief Executive Officer on October 3, 2013, and Ms. Angela Yap was
appointed Chief Financial Officer on May 30, 2011. . Ms. Shannon Ross resigned as Chief Financial Officer on May 30, 2011. Mr.
Gerald Feldman was appointed as a director on December 21, 2010. Mr. Christopher Hebb, Mr. Ronald Lang and Mr. Dwayne Melrose were
appointed directors on June 23, 2011. Mr. Frank Lang resigned as a director of the Company on June 23, 2011. Mr. Ferdinand Holcapek
did not stand for re-election at the Company’s December 13, 2012 AGM. Messrs. O’Connor, Hebb, Berner, Feldman, Merrifield
and Melrose did not stand for re-election at the Company’s September 27, 2013 AGM, at which time Mr. Benjamin Ainsworth and
Dr. A. Darryl Drummond were appointed. On July 7, 2014 Dr. Drummond retired
and on July 8, 2014 Dr. Derek McBride and Mr. Robert Paul were appointed.

35











|Name and Position                                   | Other Principal Directorships                                                                                                      | Shares Beneficially Owned as at July 22 2014 | Principal Business Activities Outside the Company                    
|--------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ---------------------------------------------------------------------
|Ronald M. LangPresident and Chief Executive Officer | None                                                                                                                               | 2,205,355                                    | Businessman and consultant to companies in the junior resource sector
|Angela YapCFO                                       | None                                                                                                                               | 3,500                                        | None                                                                 
|Benjamin AinsworthDirector                          | Alpha Exploration Inc.
        Canyon Copper Corp.
        Dajin Resources Corp.
        Interconnect Ventures
        Corporation | 4,300                                        | Exploration company executive.                                       
|Derek McBride
        Director(1)                   | None                                                                                                                               | Nil                                          | Consulting Geologist                                                 
|Robert Paul(1)                                      | None                                                                                                                               | Nil                                          | Corporate Communications Professional                                



| | (1) | Dr. Derek and McBride and Robert Paul were appointed to the Board
on July 8, 2014 and Dr. A. Darryl Drummond retired from the Board on July 7, 2014.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------



Ronald M. Lang has been President and Chief
Executive Officer since October 2013. Mr. Lang is a businessman and consultant with over twenty years' experience working with
companies in the junior resource sector.



Angela Yap was appointed Chief Financial Officer
on May 30, 2011. Ms. Yap brings over 16 years of accounting and financial management experience. She began her career at KPMG in
the resource group auditing mining and forestry companies, and then transferred to KPMG’s tax group. In 2003 Ms. Yap moved
to private industry and has held successively senior positions, most recently as Director of Corporate Accounting with Anthem Properties
Group. Ms. Yap holds a Bachelor of Commerce degree from the University of British Columbia and is a Chartered Accountant.



Benjamin Ainsworth, M.A. (Oxon), F.G.S., P.Eng,
BC, is a director of the Company. Mr. Ainsworth graduated with an Honours Degree in Geology in 1962. After coming to Canada in
1965, he worked with a major mining house (Placer Development Ltd) based in Vancouver for more than 20 years before starting his
own international minerals consultancy. He serves on the board of several junior mining companies and works with a wide range of
metals and mineral commodities.



Dr. Derek McBride, P.Eng. (Ontario/British
Columbia) graduated from the Haileybury School of Mines with a diploma in mining technology, obtained B.Sc. and M.Sc. Degrees in
geological engineering from Queen’s University, and a Ph.D. in geology from the University of New Brunswick. Dr. McBride
has taught at St. Francis Xavier University, and for the past 35 years worked throughout the world in mineral exploration, authoring
reports on mineral deposits in 16 countries.



Robert Paul has worked within the Canadian
mineral industry for over 20 years, serving as a director and corporate communications professional for numerous TSX Venture listed
companies.



Executive officers are appointed by the board
of directors to serve until terminated by the board of directors or until their successors are appointed. Certain of the directors
serve as directors of other reporting companies and if a conflict of interest arises at a meeting of
the board of directors, any director in a conflict will declare his interest and abstain from voting on such matter. All directors
have a term of office expiring at the next AGM.

36









Family Relationships

There are no family relationships among
any of the persons named above.

Arrangements

There are no arrangements or understandings
regarding the selection of any of the persons named above.



B.	           Compensation and Discussion Analysis

Compensation of Executive Officers

“Named Executive Officer”
(“NEO”) means each of the following individuals:

| | (a) | A Chief Executive Officer (“CEO”) or one who acted in a capacity similar to a CEO,
for any part of the financial year ended March 31, 2014;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | A Chief Financial Officer (“CFO”) or one who acted in a capacity similar to a CFO,
for any part of the financial year ended March 31, 2014;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Each of the three most highly compensated executive officers, or the three most highly compensated
individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year
whose total compensation was, individually, more than $150,000 for that financial year; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Each individual who would be a NEO under paragraph (c) but for the fact that the individual was
neither an executive officer of the Company, nor acting in a similar capacity, as at the financial year ended March 31, 2014.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company had three NEOs during the
year. The following disclosure sets out the compensation that the Board intended to pay, make payable, award, grant, give or otherwise
provide to each NEO and director for the financial year ended March 31, 2014.

Compensation of Directors and NEOs

The Company’s Corporate Governance
and Compensation Committee (“CGCC”) has responsibility for reviewing compensation for the Company’s directors
and senior management. The independent directors are encouraged to meet at any time they consider necessary without any members
of management including the non-independent directors being present. The Company's auditors, legal counsel and employees may be
invited to attend. The independent directors exercise their responsibilities for independent oversight of management through a
strong CGCC. The Board has appointed Dr. A. Darryl Drummond as Chairman of the Corporate Governance and Compensation Committee
to assist the Board in being effective, cohesive and independent from management.

To determine compensation payable, the
CGCC reviews compensation paid for directors and NEOs of companies of similar size and stage of development in the mineral exploration
industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and
effort expended by the directors and senior management while taking into account the financial and other resources of the Company.
In setting the compensation, the CGCC annually reviews the performance of the NEOs in light of the Company's objectives and considers
other factors that may have impacted the success of the Company in achieving its objectives and financial resources.

The Company’s compensation policies
and its stock option plan are intended to assist the Company in attracting, retaining and motivating directors, officers and employees
of the Company and of its subsidiaries and to closely align the personal interests of such directors, officers and employees with
those of the shareholders by providing them with the opportunity, through stock options, to acquire shares in the capital of the
Company.

37





Option-Based Awards

The board of directors of the Company
implemented a stock option plan, as amended (the “Plan”), effective September 23, 2013, which was approved by the TSX
Venture Exchange and the shareholders of the Company on September 23, 2013, at the Company’s AGM on that date. The number
of shares which may be issued pursuant to options previously granted and those granted under the Plan is a maximum of 2,723,500
shares of the Company. In addition, the number of shares which may be reserved for issuance to any one individual may not exceed
5% of the issued shares on a yearly basis or 2% if the optionee is engaged in investor relations activities or is a consultant.
..

In accordance with good corporate governance
practices and as recommended by Canadian National Policy 51-201 Disclosure Standards, the Company imposes black-out periods
restricting the trading of its securities by directors, officers, employees and consultants during periods surrounding the release
of annual and interim financial statements and at other times when deemed necessary by management and the Board. In order to ensure
that optionees are not prejudiced by the imposition of such black-out periods, the Plan includes a provision to the effect that
any outstanding options with an expiry date that falls during a management imposed black-out period or within five days thereafter
will be automatically extended to a date that is ten trading days following the end of the black-out period.

The Plan provides that if a change of
control (as defined therein) occurs, or if the Company is subject to a take-over bid, all shares subject to stock options shall
immediately become vested and may thereupon be exercised in whole or in part by the optionees. The Board may also accelerate the
expiry date of outstanding stock options in connection with a take-over bid.

The Plan contains a provision that,
if pursuant to the operation of the plan's adjustment provisions, in respect of options granted under the Plan (the "Subject
Options"), an optionee receives options to purchase securities of another company (the "New Company"), such new
options shall expire on the earlier of: (i) the expiry date of the Subject Options; (ii) if the optionee does not become an eligible
person in respect of the New Company, the date that the Subject Options expire pursuant to the applicable provisions of the Plan
relating to expiration of options in cases of death, disability or termination of employment discussed in the preceding paragraph
above (the "Termination Provisions"); (iii) if the optionee becomes an eligible person in respect of the New Company,
the date that such new options expire pursuant to the terms of the New Company's stock option plan that correspond to the Termination
Provisions; and (iv) the date that is one (1) year after the Optionee ceases to be an eligible person in respect of the New Company
or such shorter period as determined by the Board.

The Plan allows the board to impose
vesting provisions and provides that, unless otherwise specified at the time of grant, all options shall vest and become exercisable
in full immediately upon grant of such options. However, as required by the policies of the Exchange, options granted to optionees
performing Investor Relations Activities must vest in stages over 12 months with no more than 1⁄4 of such options vesting
in any three month period.

The purpose of the Plan is to allow
the Company to grant options to directors, officers, employees and service providers, as an incentive for performance, and as an
opportunity to participate in the success of Agave. The granting of such options is intended to align the interests of such persons
with that of the shareholders. Options are exercisable over periods of up to ten years as determined by the board of directors
of Agave and are required to have an exercise price no less than the market price as defined in the Plan prevailing on the day
that the option is granted. Pursuant to the Plan, the board of directors may from time to time authorize the issue of options to
directors, officers and employees of and consultants to Agave and its subsidiaries or employees of companies providing management
services to Agave or its subsidiaries.

At March 31, 2014, and at July 22, 2014,
the maximum number of common shares which may be issued pursuant to stock options granted under the Plan is equal to 2,723,500
of the issued and outstanding common shares at the respective dates. A total of 517,500 stock options were outstanding at March
31, 2014 and July 22, 2014.

During the year ended March 31, 2014,
and subsequent to March 31, 2014, there were no options granted or exercised.

The board of directors generally grants
options to corporate executives on the recommendation of the CGCC. As part of its annual work plan, the CGCC reviews, among other
things, executive compensation and makes appropriate recommendations to the board regarding such compensation, including but not
limited to the grant of options. Options may be granted at other times of the year to individuals commencing employment with the
Company.

38





Summary Compensation Table

The compensation paid to the NEOs during
the years ended March 31, is as set out below:

|NEO Name and Principal Position                          | Year(1)                   | Salary($) | Share-Based Awards($) | Option-Based Awards(2)($) | Non-Equity Incentive Plan Compensation($) | Pension Value($) | All Other Compen-sation($(3)) | TotalCompen-sation($)
|-------------------------------------------------------- | ------------------------- | --------- | --------------------- | ------------------------- | ----------------------------------------- | ---------------- | ----------------------------- | ---------------------
|Annual Incentive Plans                                   | Long-term Incentive Plans
|Ronald M.
        Lang
        President and
        CEO | 2014                      | 15,000    | N/A                   | Nil                       | N/A                                       | N/A              | N/A                           | 6,250                
|2013                                                     | Nil                       | N/A       | Nil                   | N/A                       | N/A                                       | N/A              | 12,750                        | 12,750               
|2012                                                     | Nil                       | N/A       | 50,174                | N/A                       | N/A                                       | N/A              | 8,500                         | 58,674               
|Michael E. O'Connor(4)President and CEO                  | 2014                      | 52,500    | N/A                   | Nil                       | N/A                                       | N/A              | N/A                           | 144,159              
|2013                                                     | 180,000                   | N/A       | Nil                   | N/A                       | N/A                                       | N/A              | 35,915                        | 215,915              
|2012                                                     | 180,000                   | N/A       | Nil                   | N/A                       | N/A                                       | N/A              | 29,743                        | 209,743              
|Angela Yap(4)
        CFO and Corporate Secretary        | 2014                      | 64,485    | N/A                   | Nil                       | N/A                                       | N/A              | N/A                           | 23,705               
|2013                                                     | 37,422                    | N/A       | Nil                   | N/A                       | N/A                                       | N/A              | 7,453                         | 44,875               
|2012                                                     | 66,667                    | N/A       | 104,427               | N/A                       | N/A                                       | N/A              | 19,000                        | 190,094              

| | (2) | Financial years ended March 31, 2012, March 31, 2013 and March 31,
2014, respectively.
| | --- | --------------------------------------------------------------------------------------

| | (3) | The "grant date fair value" of options granted during the
year is determined by using the Black-Scholes model, as described below, and the following assumptions: stock price - $1.60-$2.30
(post-consolidation), exercise price - $1.60-$2.30, an option life of 5.0 years, a risk-free interest rate of 2.09-2.30% and a
volatility of 104.44-113.50%. Please see the table under "Incentive Plan Awards" for the 'in-the-money' value of these
options.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Includes any health, dental, parking, group plan insurance benefits
and professional fees paid by the Company on behalf of the NEO.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------

| | (5) | Represents salary paid through Quorum Management and Administrative
Services Inc.
| | --- | ---------------------------------------------------------------------------------

In the year ended March 31, 2014, $(40,456)-
(2013- $312,556; 2012 - $565,319) in management, administrative, geological and other services were provided by Quorum on a cost
recovery basis to the various entities sharing certain personnel costs, office space, and overhead with the Company until August
31, 2012.

As part of its annual work plan, the
CGCC reviews, among other things, executive compensation and makes appropriate recommendations to the board regarding such compensation.



Incentive Plan Awards



Outstanding Share-Based Awards and Option-Based
Awards



The following table sets out all share-based
awards and option-based awards outstanding as at the financial year ended March 31, 2014, for each NEO:

39







|                    | Option-based Awards                                    | Share-based Awards               
|------------------- | ------------------------------------------------------ | ---------------------------------
|Name                | Number of Securities Underlying Unexercised Options(1) | Option Exercise Price
        ($)
|Ronald M.. Lang     | 40,000                                                 | 1.60                             
|20,000              | 3.80                                                   | March 4, 2016                    
|Michael E. O'Connor | 100,000                                                | 3.80                             
|Angela Yap          | 60,000                                                 | 2.20                             

| | (1) | This amount is calculated based on the difference between the market
value of the shares underlying the options at March 31, 2014, the end of the most recently completed financial year, which was
$0.06, and the exercise price of the options.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Incentive Plan Awards – Value Vested
or Earned During the Year



The following table sets out all incentive
plans (value vested or earned) during the financial year ended March 31, 2014, for each NEO:



|Name                | Option-based awards – Value vested during
        the year (1)
        ($) | Share-based awards – Value vested during
        the year
        ($) | Non-equity incentive plan compensation –
        Value earned during the year (2)
        ($)
|------------------- | -------------------------------------------------------------------------- | --------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------
|Ronald M.. Lang     | Nil(2)                                                                     | N/A                                                                   | N/A                                                                                          
|Michael E. O’Connor | Nil (2)                                                                    | N/A                                                                   | N/A                                                                                          
|Angela Yap          | Nil(2)                                                                     | N/A                                                                   | N/A                                                                                          

Notes:

| | (1) | The aggregate dollar value that would have been realized if the options
had been exercised on the vesting date, based on the difference between the market price of the underlying securities at exercise
and the exercise price of the options on the vesting date.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The Company does not have Incentive Plan Awards in place other than
option-based awards.
| | --- | ----------------------------------------------------------------------------------------



Discussion



The Company accounts for stock options issued
to employees at the fair value determined on the grant date using the Black-Scholes option pricing model. The fair value of the
options is recognized as an expense using the graded vesting method where the fair value of each tranche is recognized over its
respective vesting period. When stock options are forfeited prior to becoming fully vested, any expense previously recorded is
reversed.



Share-based payments made to non-employees
are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined
that the fair value of the goods or services cannot be reliably measured. These payments are recorded at the date the goods and
services are received.



Warrants issued are recorded at estimated fair
values determined on the grant date using the Black-Scholes model. If and when the stock options or warrants are ultimately exercised,
the applicable amounts of their fair values in the reserves account are transferred to share capital.

See “Option Based Awards”
and “Securities Authorized for Issuance under Equity Compensation Plans” for further information on the Stock Option
Plan.

The Company does not have Incentive
Plan Awards, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance
is measured by reference to financial performance or the price of the Company’s securities) was paid.

Pension Plan Benefits

40





Defined Benefit Plan or Defined Contribution
Plan

The Company has no pension plans for
NEOs that provide for payment or benefits at, following, or in connection with retirement.

Deferred Compensation Plans

The Company has no deferred compensation
plan for NEOs.

Termination and Change in Control
Benefits

The Company and its subsidiaries have
no contract, agreement plan or arrangement that provides for payment to a NEO at, following or in connection with any termination
(whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a
NEO’s responsibilities, with the exception of the following:

The contract of Michael E. O’Connor
provides for payment to Mr. O’Connor of a minimum severance allowance if the Company should terminate the employment agreement
without cause or Mr. O’Connor should terminate the agreement for good cause. The minimum severance allowance would be calculated
as one year’s salary as in effect as at the termination date plus Mr. O’Connor’s average annual bonus, calculated
as the average of the annual bonus, if any, paid for the three years prior to the termination date, and benefits will be covered,
other than disability insurance coverage or comparable alternate benefits, for the same period as the severance. Additionally,
the contract provides for payment to Mr. O’Connor of the same severance allowance in certain circumstances in the event of
an acquisition or change of control by another company or other similar form of transaction. Mr. O’Connor’s employment
was terminated effective October 3, 2013 and a lump sum payment in the amount of $132,750 was negotiated as severance. This amount
included $37,500 in salary that had been deferred. In addition, options previously granted, as well as inclusion in the Company’s
extended health plan, have been extended for a one year period, to terminate effective October 3, 2014.

The contract of Ms. Yap provides for
the same terms as Mr. O’Connor except that Ms. Yap’s contract is with both Agave and Quorum.

Director Compensation

On June 23, 2011 the board of directors
approved a resolution to compensate all directors of the Company, with the exception of one non-independent director, Mr. O’Connor:



Chairman and Chair of the Audit Committee               	$15,000
per year

Other Directors                                                                 	$10,000 per year

Attendance at directors meetings                                 	$ 250 per
meeting

In addition, directors are entitled
to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the
board of directors. The board of directors may award special remuneration to any director undertaking any special services on behalf
of the Company other than services ordinarily required of a director. This is subject to recommendation by the Compensation and
Corporate Governance committee.

Payment of directors’ fees have
been deferred as of Q2-2013 due to the company’s cash situation.

Effective September 27, 2013 the Company
has ceased payment or accrual of directors’ fees.

41





Director Compensation Table

The following table sets out all amounts
of compensation provided to the directors who are not NEOs for the Company’s most recently completed financial year:

|Name                     | Fees earned($) | Share-based awards($) | Option-based awards($) | Non-equity incentive plan compensation($) | Pension value($) | All other compensation($) | Total($)
|------------------------ | -------------- | --------------------- | ---------------------- | ----------------------------------------- | ---------------- | ------------------------- | --------
|Robin
        Merrifield | 8,500          | Nil                   | Nil                    | Nil                                       | Nil              | Nil                       | 8,500   
|Sargent H. Berner        | 4,000          | Nil                   | Nil                    | Nil                                       | Nil              | Nil                       | 4,000   
|Gerald
        Feldman   | 6,000          | Nil                   | Nil                    | Nil                                       | Nil              | Nil                       | 6,000   
|Hebb, Christopher        | 8,750          | Nil                   | Nil                    | Nil                                       | Nil              | Nil                       | 8,750   
|Melrose, Dwayne          | 5,000          | Nil                   | Nil                    | Nil                                       | Nil              | Nil                       | 5,000   
|Drummond, A. Darryl      | 9,000          | Nil                   | Nil                    | Nil                                       | Nil              | Nil                       | 9,000   
|Ainsworth, Benjamin      | Nil            | Nil                   | Nil                    | Nil                                       | Nil              | Nil                       | Nil     



Outstanding Share-based Awards and Option-based
Awards

The following table sets out all option-based
awards outstanding as at the financial year ended March 31, 2014 each director, excluding two directors whose awards are already
provided in the disclosure for NEOs for the Company:

|                    | Option-based Awards                                    | Share-based Awards               
|------------------- | ------------------------------------------------------ | ---------------------------------
|Name                | Number of Securities Underlying Unexercised Options(#) | Option Exercise Price
        ($)
|Drummond, Darryl    | Nil                                                    | N/A                              
|Ainsworth, Benjamin | Nil                                                    | N/A                              

| | (1) | This amount is calculated based on the difference between the market value of the shares underlying
the options at March 31, 2014, the end of the most recently completed financial year, which was $0.06, and the exercise price of
the options.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The Company does not have incentive plan awards in place other than option-based awards.
| | --- | ----------------------------------------------------------------------------------------

42





Incentive Plan Awards – Value
Vested or Earned During the Year

The following table sets out all incentive
plans (value vested or earned) during the financial year ended March 31, 2014, for each director, excluding a director who is already
set out in disclosure for a NEO for the Company:

|Name              | Option-based Awards – Value VestedDuring the Year(1)(2)(3)($) | Share-based Awards – Value VestedDuring the Year(3)($) | Non-equity Incentive PlanCompensation – Value Earned During the Year (3)($)
|----------------- | ------------------------------------------------------------- | ------------------------------------------------------ | ---------------------------------------------------------------------------
|Robin Merrifield  | Nil                                                           | N/A                                                    | N/A                                                                        
|Sargent H. Berner | Nil                                                           | N/A                                                    | N/A                                                                        
|Gerald M. Feldman | Nil                                                           | N/A                                                    | N/A                                                                        
|Christopher Hebb  | Nil                                                           | N/A                                                    | N/A                                                                        
|Dwayne L. Melrose | Nil                                                           | N/A                                                    | N/A                                                                        

| | (1) | The aggregate dollar value that would have been realized if the options had been exercised on the
vesting date, based on the difference between the market price of the underlying securities at exercise and the exercise price
of the options on the vesting date.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Under the terms of the Plan, all options vest upon the grant date.
| | --- | ------------------------------------------------------------------

| | (3) | The Company does not have incentive plan awards in place other than option-based awards.
| | --- | ----------------------------------------------------------------------------------------



Securities Authorized for Issuance under Equity
Compensation Plans

Equity Compensation Plan Information

|                                                           | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------
|Plan Category (1)                                          | (a)                                                                                         | (b)                                                                         | (c)                                                                                                                                        
|Equity compensation plans approved by security holders (2) | 517,500                                                                                     | $3.44                                                                       | 2,206,000                                                                                                                                  
|Equity compensation plans not approved by security holders | NIL                                                                                         | NIL                                                                         | NIL                                                                                                                                        
|Total                                                      | 517,500                                                                                     | $3.44                                                                       | 2,206,000                                                                                                                                  

| | (1) | The only “equity compensation plan”
in place is the Company’s stock option plan. See “Option Based Awards” above.
| | --- | -----------------------------------------------------------------------------------------------------------------

| | (2) | As at March 31, 2014.
| | --- | ---------------------

Indebtedness of Directors and Executive
Officers

None of the directors, executive officers,
or associates of any such person, has been indebted to the Company at any time during the most recently completed financial year.

Aggregated Options Exercises during
the Most Recently Completed Financial Year

None.



C.	Board Practices

All directors of Agave at July 14, 2014
were elected at the September 27, 2013 AGM for a term of office expiring at the next AGM of Agave. All officers have a term of
office lasting until their removal or replacement by the board of directors.

An “independent” director
under the TSX governance guidelines is a director who is independent from management and is free from any interest and any business
or other relationship which could materially interfere with his or her ability to act in the best interest
of the Company other than interests arising from shareholding. Where a company has a significant shareholder, in addition to a
majority of “independent” directors, the Board should include a number of directors who do not have interest or relationships
with either the Company or the significant shareholder. The Board currently consists of seven directors, six of whom are independent
based upon the tests for independence set forth in Canadian National Instrument 52-110. Benjamin Ainsworth and A. Darryl Drummond
are independent. Ronald Lang is not independent as he is the President and CEO of the Company. A. Darryl Drummond has received
consulting fees for services through a private company, Quad D Consulting Ltd., of which $5,000 is outstanding as at March 31,
2014.

43







Except as set out below, no director
and/or executive officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or
of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person
or of any corporation of which he is a director and/or executive officer, to engage in the securities business or in the sale of
a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is
an officer or director from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale
of securities, or convicting such person of any felony, or misdemeanor involving a security or in any aspect of the securities
business of theft.

There are no director’s services
contracts with the Company providing for benefits upon termination of employment except for benefits to Mr. O’Connor as set
out under “Termination and Change of Control Benefits” above. Agave and its subsidiaries have no compensatory plan
or arrangement in respect of compensation received or that may be received by the directors of the Company in its most recently
completed or current financial year to compensate such directors in the event of termination as director (resignation, retirement)
or in the event of a change in control. There are no arrangements or understandings with any two or more directors or executive
officers pursuant to which he was selected as a director or executive officer. Other than as disclosed in related party transactions,
fees payable to directors as disclosed above under "Director Compensation", and salaries for executive officers, there
is no compensation paid to outside directors other than stock-based compensation.

The following information is provided
with respect to the Company’s directors, and members of its administrative, supervisory or management body and includes the
date of expiration of the current term of office and the period during which the person has served in that office.



|Name                |  | Position(s) with Company                                                                    |  | Term of Office/Period of Service                                                                                                                                    
|------------------- |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Christopher H. Hebb |  | Chairman
        Director                                                                   |  | June 23, 2011 to September 27, 2013
        June 23, 2011 to September 27, 2013                                                                                     
|Michael E. O’Connor |  | President
        Chief Executive Officer
        Director                                  |  | October 2, 2008 to October 3, 2013
        October 2, 2008 to October 3, 2013
        October 2, 2008 to September 27, 2013                                         
|Angela Yap          |  | Chief Financial Officer
        Corporate Secretary                                         |  | Since May 30, 2011
        Since February 24, 2012                                                                                                                  
|Ferdinand Holcapek  |  | Director
        Sole Administrator, Cream Minerals
        de Mexico, S.A. de C.V.         |  | Since October 10, 2001 to December 13, 2012
        Since December 1999                                                                                             
|Robin Merrifield    |  | Director
        
        Chair, Audit Committee                                            |  | September 21, 2004 to September 27, 2013
        September 21, 2004 to September 27, 2013                                                                           
|Sargent H. Berner   |  | Director
        Chair – Corporate Governance
        & Compensation Committee              |  | January 23, 1996 to August 12, 2013
        January 23, 1996 to August 12, 2013                                                                                     
|Gerald Feldman      |  | Director                                                                                    |  | December 21, 2010 to September 27, 2013                                                                                                                             
|Ronald M. Lang      |  | President and Chief Executive Officer
        Director                                      |  | Since October 3, 2013
        Since June 23, 2011
        1989 to 2005                                                                                              
|Dwayne Melrose      |  | Director                                                                                    |  | June 23, 2011 to September 27, 2013                                                                                                                                 
|Frank A. Lang       |  | Non-Executive Chairman
        President &
        Chief Executive Officer
        Director |  | October 2, 2008 to June 23, 2011 October 12,
        1966 to October 2, 2008
        September 25, 2002 to October 2, 2008
        October 12, 1966 to June 23, 2011
|C. Douglas Lang     |  | Director                                                                                    |  | May 30, 2006 to November 9, 2010                                                                                                                                    
|Arthur G. Troup     |  | Vice President, Exploration
        
        Director                                       |  | September 24, 1987 to November 8, 2010
        September 25, 1997 to November 8, 2010                                                                               
|Shannon M. Ross     |  | Chief Financial Officer &
        Corporate Secretary                                       |  | January 31, 2000 to May 30, 2011                                                                                                                                    





44







Audit Committee

Ronald Lang, Benjamin Ainsworth and
Robert Paul are the members of Agave’s audit committee. The audit committee is appointed annually by the directors of Agave
at the first meeting of the board held after Agave’s AGM. Its primary function is to review the financial statements of Agave
before they are submitted to the board for approval. The audit committee is also available to assist the board if required with
matters relating to the appointment of Agave’s auditor and the overall scope and results of the audit, internal financial
controls, and financial information for publication for various purposes.

Corporate Governance and Executive
Compensation Committee

Members of the Corporate Governance
and Executive Compensation Committee are Messrs. Lang, Ainsworth and Drummond. The committee was formed for making recommendations
to the board with respect to developments in the area of corporate governance, the practices of the board, finding appropriate
candidates for nomination to the board and for evaluating the performance of the board, and senior executives and making recommendations
as to their compensation.



D.	Employees

At March 31, 2014, Agave had three employees,
Ronald Lang, the President and CEO, Angela Yap, the CFO, and Sherri Odribege, the Controller. Cream Minerals de Mexico, S.A. de
C.V., Agave’s subsidiary in Mexico has less than five employees and Mr. Holcapek is engaged as the Sole Administrator and
Director General providing geological and administrative services.



45





E.	Share Ownership

See Item 6A. – “Directors
and Senior Management”.



The following table sets forth, as at March
31, 2014, all stock options held by the directors and members of senior management of the Company, including the number of common
shares issuable upon the valid exercise of the options, the exercise price and expiration date of the options.





|Name and Title ofOptionholder                                                 | Number of Shares Underlying Options(1) | Title of Class | Exercise Price ($) | Expiry Date                   
|----------------------------------------------------------------------------- | -------------------------------------- | -------------- | ------------------ | ------------------------------
|Directors and Officers of Agave and Subsidiaries                             
|Frank A. LangFormer Non-Executive Chairman                                    | 40,000                                 | Common         | 3.80               | March 4, 2016                 
|Ronald M. Lang, President and Chief Executive                                 | 40,000                                 | Common         | 1.60               | June 23, 2016                 
|Angela Yap
        Chief Financial Officer                                    | 60,000                                 | Common         | 2.20               | June 1, 2016                  
|Ferdinand Holcapek
        Sole Administrator, Subsidiary                     | 80,000                                 | Common         | 3.80               | March 4, 2016                 
|Total Directors/Officers
        (4 persons)                                  | 220,000                                | Common         |                    |                               
|Total Employees/Consultants
        (persons)                                 | 517,500                                | Common         | $1.60 to $3.80     | March 4, 2016 to June 23, 2016
|Total Directors/Officers/
        Employees/ Consultants
        (11 persons) |                                        |                |                    |                               



46





ITEM 7.	       Major
shareholders and related party transactions

A.	           Major Shareholders

The Company is a publicly traded corporation,
incorporated in the province of British Columbia, the registered shareholders of which include residents of the United States,
residents of Canada and other foreign residents. To the extent known by the directors and executive officers of the Company, the
Company is not directly or indirectly owned or controlled by another corporation.

To the knowledge of the directors and
executive officers of the Company as at July 22, 2014, there are no holders of 5% or more of the common shares of Agave, except
as set out below:



|Name of Shareholder   |  | Number of Shares held, directly and indirectly, at July 22, 2014 | % of Issued and Outstanding Shares at July 22, 2014
|--------------------- |  | ---------------------------------------------------------------- | ---------------------------------------------------
|Frank A. Lang         |  | 9,658,262                                                        | 37.39%                                             
|Ronald M. Lang        |  | 2,205,355                                                        | 8.54%                                              
|Pinetree Capital Ltd. |  | 1,354,400                                                        | 5.24%                                              

The above information was obtained from
SEDI and SEDAR.

All shareholders, including major and/or
controlling shareholders have the same voting rights with respect to the issued common shares.

Agave’s securities are recorded
on the books of its transfer agent in registered form, however, the majority of such shares are registered in the name of intermediaries
such as brokerage houses and clearing houses on behalf of their respective brokerage clients, and Agave does not have knowledge
of or access to information about the beneficial owners thereof. To the best of its knowledge, Agave is not directly or indirectly
owned or controlled by a corporation or foreign government. As of July 22, 2014 Agave had authorized an unlimited number of common
shares without par value of which 25,834,059 were issued and outstanding.

As of July 22, 2014, there were 587
registered shareholders of record holding a total of 25,834,059 common shares of Agave. To the best of Agave’s knowledge
there were 192 registered shareholders of record with registered addresses in Canada, 380 shareholders of record with registered
addresses in the United States and 15 shareholders of record with registered addresses in other countries holding approximately
25,654,715 (99.31%), 168,823 (0.65 %) and 10,521 (0.04%) of the outstanding common shares, respectively. Shares registered in the
name of intermediaries are assumed to be held by residents of the same country in which the clearing-house was located.



The Company is not aware of any arrangements
between shareholders or other persons which may result in a change of control of the Company.

B.	Related Party Transactions

No director or senior officer, and no
associate or affiliate of the foregoing persons, and no insider has or has had any material interest, direct or indirect, in any
transactions, or in any other proposed transaction, during the year ended March 31, 2014, except as noted below.

Commencing August 1, 2001 and ending
August 31, 2012, management, administrative, geological and other services were provided by Quorum on a cost recovery basis to
the various public entities sharing office space with the Company. The Company has a 1/3 interest in Quorum and is using the equity
method to account for its investment. In September, the Company hired a Controller to take over the services that were provided
by Quorum. The three public companies have deferred dissolving Quorum and will maintain the company as inactive. All transactions
were conducted in an arms-length manner. During the years ended March 31, 2014, 2013, and 2012, $(40,456), $312,556, and $565,319
were paid to Quorum, respectively. These totals include salaries and benefits and full cost recoveries for rent and other administrative
costs. Consulting fees of $Nil (2013 - $Nil; 2012 - $22,500) were paid or are payable to Kent Avenue
Consulting Ltd., a private company controlled by Sargent H. Berner. These amounts were paid to Quorum which then paid Kent Avenue
Consulting Ltd. as a function of the management and administrative services provided to the Company by Quorum.

47







Fees were paid or accrued to Fred Holcapek,
a director of the Company until December 13, 2012 and the Sole Administrator and Director General of the subsidiary in Mexico,
for administrative and geological services, for a total of $119,532 (2013 –$120,000; 2012 - $120,000).

The Company held investments in public
companies comprised of shares of Emgold Mining Corporation, Sultan Minerals Inc. (“Sultan”) and ValGold Resources Ltd.
(“ValGold”), each being companies with directors and management in common with the Company. The Company also holds
interests in the Stephens Lake Property (Trout Lake Claims) jointly with Sultan and ValGold. The marketable securities held by
the Company were sold in fiscal 2012.

Balances payable to related parties,
and balances receivable from related parties are non-interest bearing and due on demand.

C.	           Interests of Experts and Counsel

Not applicable.

item 8.       	Financial
information

A.	          Consolidated Statements and
Other Financial Information

See “Item 17 - Financial Statements”.
The consolidated financial statements as required are found at Exhibit F-1 to this Annual Report. The audit report of Morgan LLP,
independent Chartered Accountants, is included immediately preceding the consolidated financial statements.

Legal Proceedings

Agave is not involved in any litigation
or legal proceedings and to Agave’s knowledge no material legal or arbitration proceedings involving Agave or its subsidiary
are threatened.

Dividend Policy

Agave has not paid any dividends on
its outstanding common shares since its incorporation and does not anticipate that it will do so in the foreseeable future. All
funds of Agave are being retained for working capital and exploration of its projects.

B.	           Significant Changes

There are no significant changes of
financial condition since the most recent audited financial statements filed with this Annual Report. Interim financial statements
are incorporated into the financial statements included herein.

48





ITEM 9.	       THE
OFFER AND LISTING

A.	           Offer and Listing Details

| | i) | Trading Markets
| | -- | ---------------

The tables below list the high and low
prices for common shares of the Company on the TSX Venture Exchange and the OTCBB to July 22, 2014 then the OTCQB, for the past
five years on an annual basis, two years on a quarterly basis and for the six months up to the filing date of this Annual Report
(July 22, 2014):



|TSX Venture Exchange:  AGV – Trading in Canadian Dollars
|--------------------------------------------------------
|                                                        
|                                                        
|Annual                                                  
|2014 (to July 22, 2014)                                 
|2013                                                    
|2012                                                    
|2011                                                    
|2010                                                    
|2009                                                    
|                                                        





|TSX Venture Exchange:  AGV – Trading in Canadian Dollars
|--------------------------------------------------------
|                                                        
|                                                        
|Calendar 2014                                           
|First Quarter                                           
|Second Quarter (to July 22, 2014)                       
|                                                        
|                                                        
|Calendar 2013                                           
|First Quarter                                           
|Second Quarter                                          
|Third Quarter                                           
|Fourth Quarter                                          
|                                                        
|Calendar 2012                                           
|First Quarter                                           
|Second Quarter                                          
|Third Quarter                                           
|Fourth Quarter                                          
|                                                        
|Month ended                                             
|June 30, 2014                                           
|May 31, 2014                                            
|April 30, 2014                                          
|March 31, 2014                                          
|February 28, 2014                                       
|January 31, 2014                                        



49





The high, low and closing price of the Company’s
common stock on the TSX Venture Exchange on July 22, 2014, was Cdn$0.06, Cdn$0.06 and Cdn$0.06 respectively. The Company’s
common stock is issued in registered form.





|OTCBB: ASKDF – Trading in US Dollars
|------------------------------------
|                                    
|                                    
|Annual                              
|2014 (to July 22 2014)              
|2013
        2012                   
|2011                                
|2010                                
|2009                                





|OTCBB: ASKDF – Trading in US Dollars
|------------------------------------
|                                    
|                                    
|                                    
|Calendar 2014                       
|First Quarter                       
|Second Quarter (to July 22, 2014)   
|                                    
|Calendar 2013                       
|First Quarter                       
|Second Quarter                      
|Third Quarter                       
|Fourth Quarter                      
|                                    
|Calendar 2012                       
|First Quarter                       
|Second Quarter                      
|Third Quarter                       
|Fourth Quarter                      
|                                    
|Month ended                         
|June 30, 2014                       
|May 31, 2014                        
|April 30, 2014                      
|March 31, 2014                      
|February 28, 2014                   
|January 31, 2014                    



The high, low and closing price of the Company’s
common stock on the OTCBB on July 22, 2014, was Cdn$0.05, Cdn$0.05 and Cdn$0.05 respectively. The Company’s common stock
is issued in registered form.

B.	           Plan of Distribution

Not applicable.

C.           	Markets

The shares of Agave have traded in Canada
on the TSX Venture Exchange (formerly the Canadian Venture Exchange and successor to the Vancouver Stock Exchange) since June 3,
1970, (symbol-AGV). Since October 5, 1999, Agave’s shares have traded on the over-the-counter market (“OTC-BB”)
in the United States (symbol-ASKDF.OB) to July 26, 2012 at which time Agave’s shares are exclusively quoted on the OTCQB,
(symbol ASKDF) an electronic trading platform operated by the OTC Markets Group Inc. They also trade on the Frankfurt Exchange
under the symbol “DFL”.

50





D.	           Selling Shareholders

Not applicable.

E.	            Dilution

Not applicable.

F.	            Expenses of the Issue

Not applicable.



item 10.	     additional
information

| | A. | Share Capital
| | -- | -------------

Shareholder Rights Plan

Effective May 24, 2011, the Board of
Agave adopted a Shareholder Rights Plan (the "Rights Plan"). The Rights Plan has been implemented by way of a shareholder
rights plan agreement (the "Rights Plan Agreement") dated as of May 24, 2011 between the Company and Computershare Investor
Services Inc., as rights agent. The Board adopted the Rights Plan to ensure, to the extent possible, that all shareholders of the
Company are treated equally and fairly in connection with any take-over bid or similar offer for all or a portion of the outstanding
common shares of the Company.



Background to the Rights Plan Agreement

The Rights Plan Agreement is designed
to protect shareholders from unfair, abusive or coercive take-over strategies including the acquisition of control of the Company
by a bidder in a transaction or series of transactions that may not treat all shareholders fairly nor afford all shareholders an
equal opportunity to share in the premium paid upon an acquisition of control. The Rights Plan Agreement was adopted to provide
the Board with sufficient time, in the event of a public take-over bid or tender offer for the common shares of the Company, to
pursue alternatives which could enhance shareholder value. These alternatives could involve the review of other take-over bids
or offers from other interested parties to provide shareholders desiring to sell the Company's common shares with the best opportunity
to realize the maximum sale price for their common shares. In addition, with sufficient time, the Board would be able to explore
and, if feasible, advance alternatives to maximize share value through possible corporate reorganizations or restructuring. The
directors need time in order to have any real ability to consider these alternatives.

Potential Advantages of the Rights
Plan Agreement

The Board believes that under the current
rules relating to take-over bids and tender offers in Canada there is not sufficient time for the directors to explore and develop
alternatives for the shareholders such as possible higher offers or corporate reorganizations or restructurings that could maximize
shareholder value. Under current rules, a take-over bid must remain open in Canada for a minimum of 35 days. Accordingly, the directors
believe the Rights Plan Agreement continues to be an appropriate mechanism to ensure that they will be able to discharge their
responsibility to assist shareholders in responding to a take-over bid or tender offer.

In addition, the Board believes that
the Rights Plan Agreement will encourage persons seeking to acquire control of the Company to do so by means of a public take-over
bid or offer available to all shareholders. The Rights Plan Agreement will deter acquisitions by means that deny some shareholders
the opportunity to share in the premium that an acquirer is likely to pay upon an acquisition of control. By motivating would-be
acquirers to make a public take-over bid or offer or to negotiate with the Board, shareholders will have the best opportunity of
being assured that they will participate on an equal basis, regardless of the size of their holding, in any acquisition of control
of the Company.

51





The Rights Plan Agreement is not intended
to prevent a take-over or deter fair offers for securities of the Company. The Board believes that the Rights Plan Agreement will
not adversely limit the opportunity for shareholders to dispose of their common shares through a take-over bid or tender offer
which provides fair value to all shareholders. The directors will continue to be bound to consider fully and fairly any bona fide
take-over bid or offer for common shares of the Company and to discharge that responsibility with a view to the best interests
of the shareholders.

Potential Disadvantages of the Rights
Plan Agreement

Because the Rights Plan Agreement may
increase the price to be paid by an acquirer to obtain control of the Company and may discourage certain transactions, confirmation
of the Rights Plan Agreement may reduce the likelihood of a take-over bid being made for the outstanding common shares of the Company.
Accordingly, the Rights Plan Agreement may deter some take-over bids that shareholders might wish to receive.

Term

The Rights Plan will remain in effect
until termination of the annual meeting of shareholders of the Company in 2014 unless the term of the Rights Plan Agreement is
terminated earlier. The Rights Plan may be extended beyond 2014 by resolution of shareholders at such meeting.

Issue of Rights

One right (a "Right") has
been issued by the Company pursuant to the Rights Plan Agreement in respect of each Common Share outstanding at 4:00 p.m. (Pacific
Time) onMay 24, 2011 (the "Record Time"). One Right will also be issued for each additional Common Share issued
after the Record Time and prior to the earlier of the Separation Time (as defined below) and the Expiration Time (as defined in
the Rights Plan Agreement).

Rights Exercise Privilege

The Rights will separate from the common
shares to which they are attached and become exercisable at the time (the "Separation Time") which is 10 trading days
following the date a person becomes an Acquiring Person (as defined below) or announces an intention to make a take-over bid that
is not an acquisition pursuant to a take-over bid permitted by the Rights Plan (a "Permitted Bid").

Any transaction or event in which a
person (an "Acquiring Person"), including associates and affiliates and others acting in concert, acquires (other than
pursuant to an exemption available under the Rights Plan or a Permitted Bid) Beneficial Ownership (as defined in the Rights Plan
Agreement) of 20% or more of the voting shares of the Company is referred to as a "Flip-in Event". Any Rights held by
an Acquiring Person on or after the earlier of the Separation Time or the first date of public announcement by the Company or an
Acquiring Person that an Acquiring Person has become such, will become void and the Rights (other than those held by the Acquiring
Person) will permit the holder to purchase common shares at a 50% discount to their market price. A person, or a group acting in
concert, who is the beneficial owner of 20% or more of the outstanding common shares as of the Record Time is exempt from the dilutive
effects of the Rights Plan.

The issuance of the Rights is not dilutive
until the Rights separate from the underlying common shares and become exercisable or until the exercise of the Rights. The issuance
of the Rights will not change the manner in which shareholders currently trade their common shares.

Certificates and Transferability

Prior to the close of business on the
earlier of the Separation Time and the Expiration Time, the Rights will be evidenced by a legend imprinted on certificates for
common shares issued after the Record Time. Rights are also attached to common shares outstanding at the Record Time, although
share certificates issued prior to the Record Time will not bear such a legend. Shareholders are not required to return their certificates
in order to have the benefit of the Rights. Prior to the Separation Time, Rights will trade together with the common shares and
will not be exercisable or transferable separately from the common shares. From and after the Separation Time and prior to the
Expiration Time, the Rights will become exercisable, will be evidenced by Rights certificates and will be transferable separately
from the common shares.

52





Permitted Bid Requirements

The requirements of a Permitted Bid include
the following:

| | (a) | the take-over bid must be made by means of a take-over bid circular;
| | --- | --------------------------------------------------------------------

| | (b) | the take-over bid is made to all holders of voting shares as registered on the books of the Company,
other than the offeror for all of the voting shares held by them;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | the take-over bid contains, and the take-up and payment for securities tendered or deposited is
subject to, an irrevocable and unqualified provision that no voting shares will be taken up or paid for pursuant to the take-over
bid prior to the close of business on the date which is not less than 60 days following the date of the take-over bid and only
if at such date more than 50% of the voting shares held by independent shareholders shall have been deposited or tendered pursuant
to the take-over bid and not withdrawn;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | the take-over bid contains an irrevocable and unqualified provision that, unless the take-over
bid is withdrawn, voting shares may be deposited pursuant to such take-over bid at any time during the period of time between the
date of the take-over bid and the date on which voting shares may be taken up and paid for and that any voting shares deposited
pursuant to the take-over bid may be withdrawn until taken up and paid for; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | the take-over bid contains an irrevocable and unqualified provision that if, on the date on which
voting shares may be taken up and paid for, more than 50% of the voting shares held by independent shareholders shall have been
deposited pursuant to the take-over bid and not withdrawn, the offeror will make a public announcement of that fact and the take-over
bid will remain open for deposits and tenders of voting shares for not less than ten business days from the date of such public
announcement.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Rights Plan allows for a competing
Permitted Bid (a "Competing Permitted Bid") to be made while a Permitted Bid is in existence. A Competing Permitted Bid
must satisfy all of the requirements of a Permitted Bid except that it must expire prior to the expiry of that Permitted Bid, subject
to the requirement that it be outstanding for a minimum period of 35 days in accordance with applicable securities legislation.

Waiver and Redemption

If a potential offeror does not desire
to make a Permitted Bid, it can negotiate with, and obtain the prior approval of, the Board to make a take-over bid by way of a
take-over bid circular sent to all holders of voting shares on terms which the Board considers fair to all shareholders. In such
circumstances, the Board may waive the application of the Rights Plan thereby allowing such bid to proceed without dilution to
the offeror. Any waiver of the application of the Rights Plan in respect of a particular take-over bid shall also constitute a
waiver of any other take-over bid which is made by means of a take-over bid circular to all holders of voting shares while the
initial take-over bid is outstanding. The Board may also waive the application of the Rights Plan in respect of a particular Flip-in
Event that has occurred through inadvertence, provided that the Acquiring Person that inadvertently triggered such Flip-in Event
reduces its beneficial holdings to less than 20% of the outstanding voting shares of the Company at the time of the granting of
the waiver by the Board. With the prior consent of the holders of voting shares, the Board may, prior to the occurrence of a Flip-in
Event that would occur by reason of an acquisition of voting shares otherwise than pursuant to a take-over made by means of a take-over
bid circular to holders of voting shares, waive the application of the Rights Plan to such Flip-in Event.

The Board may, at any time prior to
the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price
of $0.00001 per Right. Rights are deemed to be redeemed following completion of a Permitted Bid, a Competing Permitted Bid or a
take-over bid in respect of which the Board has waived the application of the Rights Plan.

Board of Directors

Adoption of the Rights Plan does not
in any way lessen or affect the duty of the Board to act honestly and in good faith with a view to the best interests of the Company.
The Board, when a take-over bid or similar offer is made, will continue to have the duty and power to take such actions and make
such recommendations to shareholders as are considered appropriate. It is not the intention of the Board to secure the continuance
of existing directors or officers to avoid an acquisition of control of the Company in a transaction that is fair and in the best
interests of the Company and its shareholders, or to avoid the fiduciary duties of the Board or of any director. The proxy mechanism
of the Business Corporations Act(British Columbia) is not affected by the Rights Plan Agreement, and a shareholder may use his, her or its
statutory rights to promote a change in the management or direction of the Company, including the right of shareholders holding
not less than 5% of the outstanding common shares to requisition the Board to call a meeting of shareholders.

53







Amendment

The Company may, with the prior approval
of shareholders (or the holders of Rights if the Separation Time has occurred), supplement, amend, vary or delete any of the provisions
of the Rights Plan Agreement. The Company may make amendments to the Rights Plan Agreement at any time to correct any clerical
or typographical error or, subject to confirmation at the next meeting of shareholders, make amendments which are required to maintain
the validity of the Rights Plan Agreement due to changes in any applicable legislation, rules or regulations.

Existing Charter Provisions

The Notice of Articles and Articles
of the Company do not contain any provisions intended by the Company to have, or, to the knowledge of the Board having, an anti-takeover
effect. However, the power of the Board to issue additional common shares could be used to dilute the share ownership of person
seeking to obtain control of the Company.

A copy of the Shareholder Rights Plan
dated May 24, 2011 is attached as an exhibit to this Annual Report.

| | B. | Notice of Articles
| | -- | ------------------

Agave’s original corporate constituting
documents comprising Articles of Association and Memorandum are registered with the British Columbia Registrar of Companies under
Corporation No. 71412. A copy of the Articles of Association and Memorandum then in effect were filed as an exhibit with Agave’s
initial registration statement on Form 20-F. In 2004 the Company's existing Memorandum was replaced by a Notice of Articles. Subsequent
amendments to the Company's Articles have been also filed as exhibits subsequent to the initial registration statement. On June
23, 2011 Agave adopted new Articles of Association, and these Articles are attached as an exhibit to this Annual Report.

Objects and Purposes

Agave’s Articles of Incorporation
do not specify objects or purposes. Under British Columbia law, a British Columbia corporation has all the legal powers of a natural
person. British Columbia corporations may not undertake certain limited business activities such as operating as a trust company
or railroad without alterations to its form of articles and specific government consent.

Directors – Powers and Limitations

Agave’s articles do not specify
a maximum number of directors (the minimum under British Columbia law for a public company is three). Shareholders at the annual
shareholders meeting determine the number of directors annually and all directors are elected at that time. There are no staggered
directorships. Under the British Columbia Business Corporations Act, (“BCA”) directors are obligated to abstain from
voting on matters in which they may be financially interested after fully disclosing such interest. Directors’ compensation
is not a matter on which they must abstain. Directors must be of the age of majority (18), and meet eligibility criteria including
not being mentally infirm, an undischarged bankrupt, no fraud related convictions in the previous five years and a majority of
directors must be ordinarily resident in Canada. There is no mandatory retirement age either under Agave’s Articles or under
the BCA.

Directors’ borrowing powers are
not generally restricted where the borrowing is in Agave’s best interests. Directors need not own any shares of Agave in
order to qualify as directors.

The Articles specify the number of
directors shall be the number of directors fixed by shareholders annually, or the number that are actually elected at a
general shareholders meeting. Shareholders at the annual shareholders’ meeting determine the number of directors
annually and all directors are elected at that time. Under the Articles the directors are entitled between successive AGMs to
appoint one or more additional directors but not more than one-third of the number of directors fixed at a shareholders
meeting or actually elected at the preceding annual shareholders’ meeting. Directors
automatically retire at the commencement of each annual meeting but may be re-elected thereat.

54







A director or senior office who holds
any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or
interest that materially conflicts with that individual's duty or interest as a director or senior officer, is required under the
BCA to disclose the nature and extent of the conflict as required by the Business Corporations Act, and may be counted for the
purpose of quorum requirements is required to abstain from voting on any directors' resolution to approve a contract or transaction
in which he has a disclosable interest.

The new form of articles adopted by
the Company in June 2011 ("Articles") update some of the terminology therein as well as incorporating some of the more
flexible provisions of the BCA. The major changes from the existing Articles are: 1. certain changes to the Notice of Articles,
Articles and share structure may be able to be made by directors' resolution or ordinary resolution of the Company's shareholders,
in each case as determined by the directors. A more detailed description of this changes is provided below; 2. the directors may,
by directors' resolution, approve a change of name of the Company without the necessity for shareholder approval; 3. shareholder
meetings may be held by electronic means; 4. the quorum for shareholder meetings is changed from two shareholders or proxyholders
present to one shareholder present in person or represented by proxy; 5. shareholder meetings may, if authorized by directors'
resolution, be held in jurisdictions outside British Columbia; and 6. the Chairman of a directors' meeting does not have a casting
vote, in the event of an equality of votes.

Agave is subject to the policies of
the TSX Venture Exchange (the “Exchange”) and compliance with Exchange policy may supersede powers granted to the Board
pursuant to the Articles.

Descriptions of rights, preferences
and restrictions attaching to each class of shares

Common Shares

Agave has only one class of shares,
common shares without par value of which an unlimited number are authorized and 25,834,059 are outstanding as of July 22, 2014.
All common shares rank pari passu for the payment of dividends and distributions in the event of wind-up.

Some of the significant provisions under
British Columbia law and Agave’s Articles relating to the common shares may be summarized as follows:

Capital increases and Other Changes

The Company may alter its Notice of
Articles, Articles and share structure in the following manner: 1. by directors' resolution or ordinary resolution of the shareholders
of the Company, in each case as determined by the directors, (a) create one or more classes or series of shares and, if none of
the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares and alter the identifying
name of any of its shares; (b) establish, increase, reduce or eliminate the maximum number of shares that the Company is authorized
to issue out of any class or series of shares; (c) if the Company is authorized to issue shares of a class of shares with par value,
decrease the par value of those shares or, if none of the shares of that class of shares are allotted or issued, increase the par
value of those shares; (d) change all or any of its unissued shares with par value into shares without par value or vice versa
or change all or any of its fully paid issued shares with par value into shares without par value; (e) create, attach, vary or
delete special rights or restrictions for the shares of any class or series of shares, if none of those shares have been issued;
(f) subdivide or consolidate all or any of its unissued, or fully paid issued, shares; (g) authorize alterations to the Articles
that are procedural or administrative in nature or are matters that pursuant to the Articles are solely within the directors' powers,
control or authority; and (h) alter the identifying name of any of its shares. 2. if the BCBCA does not specify the type of resolution
and the Articles do not specify another type of resolution, by ordinary resolution of the shareholders otherwise alter its shares
or authorized share structure and, if applicable, alter its Notice of Articles and, if applicable, alter its Articles accordingly.

Certain changes such as amalgamations,
re-domiciling may also give rise to rights of dissent and appraised (the right subject to meeting certain conditions, to be paid
the “fair value” determined in accordance with the BCA for their shares in cash if the matter is proceeded with).

Shares Fully Paid

55





All Agave shares must, when issued be
fully paid for in cash, property or services. The common shares, when validly issued are non-assessable and not subject to further
calls for payment.

Redemption

Agave has no redeemable securities authorized
or issued.

Pre-emptive Rights

There are no pre-emptive rights under
the Articles of the Company which provide a right to existing shareholders to participate in offerings of Agave’s securities.

Liquidation

All common shares of Agave are entitled
to participate ratably in, if any, available for distribution assets in the event of a winding up or other liquidation of the Company.

No Limitation on Foreign Ownership

There are no limitations under Agave’s
Articles or in the BCA on persons who are not citizens of Canada holding or exercising their voting rights as holders of common
shares. (See also “Exchange Controls”)

Dividends

Dividends may be declared by the Board
out of available assets and are paid ratably to holders of common shares. No dividend may be paid if Agave is, or would thereby
become, insolvent.

Voting Rights

Each Agave share is entitled to one
vote on matters on which common shares ordinarily vote including the election of directors, appointment of auditors and approval
of corporate changes. There are no cumulative voting rights applicable to Agave.

Shareholder Meetings

Shareholders’ meetings are governed
by the Articles of Agave but many important shareholder protections are also contained in the Securities Act (British Columbia)
and the BCA. The Articles provide that Agave will hold an annual shareholders’ meeting, will provide at least 21 days’
notice and will provide for certain procedural matters and rules of order with respect to the conduct of the meeting. Under British
Columbia securities legislation and policies Agave is required to conduct advanced searches to facilitate delivery of meeting materials
and proxy to beneficial shareholders. The form and content of information circulars and proxies and like matters are governed by
the Securities Act (British Columbia) and the BCA. This legislation specifies the disclosure requirements for the proxy materials
and various corporate actions, background information on the nominees for election for director, executive compensation paid in
the previous year, unusual matters or related party transactions. Agave must hold determination general meeting of shareholders
within 15 months of the previous annual shareholders’ meeting. A quorum for a shareholders’ meeting is one shareholder
present in person or by proxy.

Change in Control

Other then as disclosed under Item 6.B
"Termination and Change of Control Benefits”, Agave does not have any agreements which are triggered by a take-over
or other change of control, except that a takeover or change of control may result in the vesting of stock options previously granted.
There are no provisions in its Articles triggered by or affected by a change in outstanding shares which gives rise to a change
in control. There are no provisions in Agave’s material agreements giving special rights to any person on a change of control.

As discussed in Item 10.A, effective
May 24, 2011, the Board of Agave adopted the Rights Plan which was implemented by way of the Rights Plan Agreement. The Board adopted
the Rights Plan to ensure, to the extent possible, that all shareholders of the Company are treated equally and fairly in connection
with any take-over bid or similar offer for all or a portion of
the outstanding common shares of the Company. For more information on the Shareholder Rights Plan please see Item 10.A, Share Capital.

56







Insider Share Ownership Reporting

The articles of Agave do not require
disclosure of share ownership. Share ownership of director nominees must be reported annually in proxy materials sent to Agave’s
shareholders. There are no requirements under British Columbia corporate law to report ownership of shares of Agave but the Securities
Act (British Columbia) requires disclosure of trading by insiders (generally officers, directors and holders of 10% of voting shares)
within 5 days of the trade. Controlling shareholders (generally those in excess of 20% of outstanding shares) must provide 3 days
advance notice of share sales.

Securities Act (British Columbia)

This statute applies to Agave and governs
matters typically pertaining to public securities such as continuous disclosure, quarterly financial reporting, immediate disclosure
of material changes, insider trade reporting, take-over protections to ensure fair and equal treatment of all shareholders, exemption
and resale rules pertaining to non-prospectus securities issuances as well as civil liability for certain misrepresentations, disciplinary,
appeal and discretionary ruling maters.

| | C. | Material Contracts
| | -- | ------------------

Other than the Shareholder Rights Plan
Agave is not party to any contracts that are material to its operations, business or assets, other than those entered into in the
ordinary course of business for the two years preceding the date of this document.

D.Exchange Controls



The Company is not aware of any Canadian federal
or provincial laws, decrees or regulations that restrict the export or import of capital, including foreign exchange controls,
or that affect the remittance of dividends, interest or other payments to a non-resident holder of common shares, other than withholding
tax requirements. Any such remittances to United States residents are generally subject to withholding tax, however no such remittances
are likely in the foreseeable future. See “Taxation”, below.



There is no limitation imposed by the laws
of Canada or by the charter or other constituent documents of Agave on the right of a non-resident to hold or vote the common shares,
other than as provided in the Investment Canada Act (the “Investment Act”). The following discussion summarizes the
material features of the Investment Act for a non-resident who proposes to acquire the common shares. It is general only, it is
not a substitute for independent advice from an investor’s own advisor, and it does not anticipate statutory or regulatory
amendments. Agave does not believe the Investment Act will have any effect on it or on its non-Canadian shareholders due to a number
of factors including the nature of its operations and Agave’s relatively small capitalization.



The Investment Act generally prohibits implementation
of a “reviewable” investment by an individual, government or agency thereof, corporation, partnership, trust or joint
venture (each an “entity”) that is not a “Canadian” as defined in the Investment Act (a “non-Canadian”),
unless after review the Director of Investments appointed by the minister responsible for the Investment Act is satisfied that
the investment is likely to be of net benefit to Canada. The size and nature of a proposed transaction may give rise to an obligation
to notify the Director to seek an advance ruling. An investment in Agave’s common shares by a non-Canadian other than a “WTO
Investor” (as that term is defined in the Investment Act and which term includes entities which are nationals of or are controlled
by nationals of member states of the World Trade Organization) when Agave was not controlled by a WTO Investor, would be reviewable
under the Investment Act if it was an investment to acquire control of Agave and the value of the assets of Agave, as determined
in accordance with the regulations promulgated under the Investment Act, was over a certain figure, or if an order for review was
made by the federal cabinet on the grounds that the investment related to Canada’s cultural heritage or national identity,
regardless of the value of the assets of Agave. An investment in the common shares by a WTO Investor, or by a non-Canadian when
Agave Agave was controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control
of Agave and the value of the assets of Agave, as determined in accordance with the regulations promulgated under the Investment
Act, was not less than a specified amount, which for 2009 is Cdn$295 million. A non-Canadian would acquire control of Agave for
the purposes of the Investment Act if the non-Canadian acquired a majority of the common shares. The acquisition of less than a majority but one-third
or more of the common shares would be presumed to be an acquisition of control of Agave unless it could be established that, on
the acquisition, Agave was not controlled in fact by the acquirer through the ownership of the common shares.

57









The foregoing assumes Agave will not engage
in the production of uranium or own an interest in a producing uranium property in Canada, or provide any financial service or
transportation service, as the rules governing these businesses are different.



Certain transactions relating to the common
shares would be exempt from the Investment Act, including:



i.an acquisition of the common shares by a person in the ordinary course of that person’s business as a trader or dealer
in securities,

ii.an acquisition of control of Agave in connection with the realization of security granted for a loan or other financial
assistance and not for a purpose related to the provisions of the Investment Act, and

iii.an acquisition of control of Agave by reason of an amalgamation, merger, consolidation or corporate reorganization following
which the ultimate direct or indirect control in fact of Agave, through the ownership of the common shares, remained unchanged.



E.	            Taxation



All prospective investors are advised to
consult their own tax advisors with respect to the specific tax consequences of purchasing the common shares of the Company.



Canadian Federal Income Tax Consequences
for United States Residents



The following summarizes the material Canadian
federal income tax consequences generally applicable to the holding and disposition of common shares by a holder (in this summary,
a “U.S. Holder”) who, (a) for the purposes of the Income Tax Act (Canada) (the “Tax Act”), is not resident
in Canada, deals at arm’s length with Agave, holds the common shares as capital property and does not use or hold the common
shares in the course of carrying on, or otherwise in connection with, a business in Canada, and (b) for the purposes of the Canada-United
States Income Tax Convention, 1980 (the “Treaty”), is a resident solely of the United States, has never been a resident
of Canada, and has not held or used (and does not hold or use) common shares in connection with a permanent establishment or fixed
base in Canada. This summary does not apply to traders or dealers in securities, limited liability companies, tax-exempt entities,
insurers, financial institutions (including those to which the mark-to-market provisions of the Tax Act apply), or any other U.S.
Holder to which special considerations apply.



This summary is based on the current provisions
of the Tax Act including all regulations thereunder, the Treaty, all proposed amendments to the Tax Act, the regulations and the
Treaty publicly announced by the Government of Canada to the date hereof, and the current administrative practices of the Canada
Customs and Revenue Agency. It has been assumed that all currently proposed amendments will be enacted as proposed and that there
will be no other relevant change in any governing law or administrative practice, although no assurances can be given in these
respects. This summary does not take into account provincial, U.S., state or other foreign income tax law or practice. The tax
consequences to any particular U.S. Holder will vary according to the status of that holder as an individual, trust, corporation,
partnership or other entity, the jurisdictions in which that holder is subject to taxation, and generally according to that holder’s
particular circumstances. Accordingly, this summary is not, and is not to be construed as, Canadian tax advice to any particular
U.S. Holder.



Dividends



Dividends paid or deemed to be paid to a U.S.
Holder by Agave will be subject to Canadian withholding tax. Under the Treaty, the rate of withholding tax on dividends paid to
a U.S. Holder is generally limited to 15% of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation and beneficially
owns at least 10% of Agave’s voting shares). Agave will be required to withhold the applicable withholding tax from any such
dividend and remit it to the Canadian government for the U.S. Holder’s account.



Disposition



A U.S. Holder is not subject to tax under the
Tax Act in respect of a capital gain realized on the disposition of a Common Share in the open market unless the share is “taxable
Canadian property” to the holder thereof and the U.S. Holder is not entitled to relief under the Treaty. A Common Share will
be taxable Canadian property to a U.S.

58





Holder if, at any time during the 60 months
preceding the disposition, the U.S. Holder or persons with whom the U.S. Holder did not deal at arm’s length alone or together
owned, or had rights to acquire, 25% or more of Agave’s issued shares of any class or series. If the shares of Agave constitute
taxable Canadian property to the holder, the holder may be subject to Canadian income tax on the gain. The taxpayer’s taxable
capital gain or loss from a disposition of the share is the amount, if any, by which the proceeds of disposition exceed (or are
exceeded by) the aggregate of the adjusted cost base and reasonable expenses of disposition. One-half of the capital gain is included
in income and one-half of the capital loss is deductible from capital gains realized in the same year. Unused capital losses may
be carried back three taxation years or forward indefinitely and applied to reduce capital gains realized in those years. It should
be noted that Canada requires a withholding tax on the gross proceeds of a sale of taxable Canadian property by a non-resident.
The withholding tax may be reduced on completion of a Clearance Certificate Request. If the disposition of the share is subject
to tax in Canada, the non-resident must also file a Canadian income tax return reporting the disposition.



A U.S. Holder whose common shares do constitute
taxable Canadian property, and who might therefore be liable for Canadian income tax under the Tax Act, will generally be relieved
from such liability under the Treaty unless the value of such shares at the time of disposition is derived principally from real
property situated in Canada. The value of Agave’s common shares is not currently derived principally from real property situated
in Canada.



United States Tax Consequences



United States Federal Income Tax Consequences



Certain United States Federal Income
Tax Consequences



This summary is for general information only
and is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common
shares of Agave and no opinion or representation with respect to the U.S. federal income tax consequences to any such holder or
prospective holder is made.



The following is a discussion of certain material
United States federal income tax consequences, under current law, generally applicable to a U.S. Holder of common shares of Agave.
This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar
to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition
of a U.S. Holder. In addition, this discussion does not cover any state, local or non-U.S. tax consequences (see “Taxation –
Material Canadian Federal Income Tax Consequences for United States Residents” above for Canadian tax consequences). Accordingly,
we strongly recommend that holders and prospective holders of common shares of Agave consult their own tax advisors about the specific
U.S. federal, state, local, and non-U.S. tax consequences to them of purchasing, owning and disposing of common shares of Agave,
based upon their individual circumstances.



The following discussion is based upon the
sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue
Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently in effect
as of the date hereof. Any or all of these authorities could be materially and/or adversely changed, possibly on a retroactive
basis, at any time and are subject to differing interpretations. We have not requested, and will not request, a ruling from the
IRS with respect to any of the U.S. federal income tax consequences described below, and as a result there can be no assurance
that the IRS will not disagree with or challenge any of the conclusions we have reached and described herein.



As used herein, a “U.S. Holder”
means a holder of common shares of Agave who is (i) a citizen or individual resident of the United States as determined for U.S.
federal income tax purposes, (ii) a corporation created or organized in or under the laws of the United States or of any political
subdivision thereof, (iii) an estate whose income is taxable in the United States irrespective of source or (iv) a trust (A) that
is subject to the primary supervision of a court within the United States and one or more U.S. persons have authority to control
all substantial decisions of the trust or (B) that has a valid election in effect under applicable Treasury regulations to be treated
as a U.S. person. This summary does not address the tax consequences to special classes of U.S. Holders, such as tax-exempt organizations,
qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies,
real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, U.S. expatriates,
persons or entities that have a “functional currency” other than the U.S. dollar, shareholders subject to the alternative
minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who
acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary
is limited to U.S.

59





Holders that own Agave common shares as capital
assets, within the meaning of Section 1221 of the Code, and that own (directly and indirectly, pursuant to applicable rules of
constructive ownership) less than 10% of the total combined voting power of all classes of Agave stock entitled to vote. This summary
does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of
the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares. In addition, this summary
does not address special rules applicable to persons holding common shares through a partnership, or other pass-through entity.
If an investor is a partner (or other owner) of a pass-through entity that acquires Agave common shares, the investor should consult
its tax advisor regarding the tax consequences of acquiring, owning and disposing of Agave common shares.



Passive Foreign Investment Company Considerations



United States income tax law contains rules
governing “passive foreign investment companies” (“PFIC”) which can have significant tax effects on U.S.
Holders of foreign corporations. Section 1297 of the Code defines a PFIC as a non-U.S. corporation if, for any taxable year, either
(i) 75% or more of its gross income is “passive income,” which includes interest, dividends and certain rents and royalties
or (ii) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled
foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of
“passive income” is 50% or more. Agave appears to have been a PFIC for the fiscal year ended March 31, 2014, and at
least certain prior fiscal years. In addition, Agave may qualify as a PFIC in future fiscal years. Each U.S. Holders is encouraged
consult a tax advisor with respect to how the PFIC rules affect such U.S. Holder.



If Agave were a PFIC during any year and Agave
owns an indirect interest in any lower-tier PFICs during such year (a “Lower-Tier PFIC”), U.S. Holders will be treated
as owning directly such proportionate amount (by value) of Agaves direct or indirect interests in the Lower-Tier PFICs. Accordingly,
a U.S. Holder will be subject to the adverse tax consequences described below with respect to any excess distributions made by
such Lower-Tier PFIC, any gain on the disposition by Agave of Agave’s equity interest in such Lower-Tier PFIC treated as
indirectly realized by a U.S. Holder, and any gain treated as indirectly realized by a U.S. Holder on the disposition of such U.S.
Holder’s ownership of Agave common shares which may arise even if the U.S. Holder realizes an overall net loss on such disposition.
Such amount will not be reduced by Agave’s expenses or losses, but any income recognized may increase a U.S. Holder’s
tax basis in Agave common shares. Furthermore, any gain realized on the direct or indirect disposition by a U.S. Holder of an interest
in a Lower-Tier PFIC will not be able to be offset by any loss realized on the direct or indirect disposition of other lower-tier
PFICs.



Accordingly, a U.S. Holder should be aware
that such U.S. Holder could be subject to tax even if no distributions from Agave are received and no redemptions or other dispositions
of Agave common shares are made.



In the absence of a timely election described
below, if a U.S. Holder’s holding period in the Agave common shares includes any period during a taxable year of Agave in
which Agave is or will be a PFIC, the rules described below in “The ‘No Election’ Alternative” generally
apply to gain realized on a disposition of Agave common shares and certain distributions received with respect to Agave common
shares. If certain requirements are met, a U.S. Holder may mitigate certain of the consequences of those rules by timely making
an election to treat Agave as a “qualified electing fund” (a “QEF”), described below in “The QEF
Election Alternative” or to mark its Agave common shares to market, described below in “The Mark-to-Market Election
Alternative”.



The QEF Election Alternative



A U.S. Holder that makes a timely and effective
QEF election (an “Electing Holder”) generally would not be subject to the rules discussed below in “The ‘No
Election’ Alternative”. However, an Electing Holder will be subject to United States federal income tax on such Electing
Holder’s pro rata share of Agave’s (a) net capital gain, which will be taxed as long-term capital gain to such Electing
Holder, and (b) ordinary earnings, which will be taxed as ordinary income to such Electing Holder, in each case regardless of whether
such amounts are actually distributed to such Electing Holder. However, an Electing Holder may, subject to certain limitations,
elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such Electing Holder
is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.



An Electing Holder generally (a) may receive
a tax-free distribution from Agave to the extent that such distribution represents “earnings and profits” that were
previously included in income by the Electing Holder because of such QEF election and (b) will adjust such Electing Holder’s
tax basis in the Agave common shares to reflect the amount included in income or allowed as a tax-free distribution because of
such QEF election. In addition, an Electing Holder generally will recognize capital gain
or loss on the sale or other taxable disposition of Agave common shares.

60









The procedure for making a QEF election, and
the United States federal income tax consequences of making a QEF election, will depend on whether such QEF election is timely.
A QEF election will be treated as “timely” if such QEF election is made for the first taxable year in the U.S. Holder’s
holding period for the Agave common share in which Agave is a PFIC. If a U.S. Holder makes a QEF election after the first taxable
year in the U.S. Holder’s holding period for the common shares in which Agave is a PFIC, then in addition to filing the QEF
election documents, a U.S. Holder may elect to recognize gain (which will be taxed under the rules discussed below in “The
‘No Election’ Alternative”) as if the Agave common shares were sold on the qualification date (a “purging
election”). The “qualification date” is the first day of the first taxable year in which Agave is a QEF with
respect to such U.S. Holder. The election to recognize such gain can only be made if such U.S. Holder’s holding period for
the Agave common shares includes the qualification date. By electing to recognize such gain, such U.S. Holder will be deemed to
have made a timely QEF election. In addition, under very limited circumstances, a U.S. Holder may make a retroactive QEF election
if such U.S. Holder failed to file the QEF election documents in a timely manner. If a U.S. Holder fails to make a QEF election
for the first taxable year in the U.S. Holder’s holding period for the Agave common shares in which Agave is a PFIC, and
does not make a purging election, such holder will not be treated as having made a “timely” QEF election and will continue
to be subject to the special taxation rules discussed below in “The ‘No Election’ Alternative”.



A QEF election will apply to the taxable year
for which such QEF election is made and to all subsequent taxable years, unless such QEF election is invalidated or terminated
or the IRS consents to revocation of such QEF election. If a U.S. Holder makes a QEF election and, in a subsequent taxable year,
Agave ceases to be a PFIC, the QEF election will remain in effect (although it will not be applicable) during those taxable years
in which Agave is not a PFIC. Accordingly, if Agave becomes a PFIC in another subsequent taxable year, the QEF election will be
effective and the U.S. Holder will be subject to the QEF rules described above during any such subsequent taxable year in which
Agave qualifies as a PFIC.



A QEF election applies only to the non-U.S.
corporation for which it is made. If Agave were a PFIC, a U.S. Holder likely would remain subject to the excess distribution rules
discussed below in "The 'No Election' Alternative" in respect of its indirectly owned shares in each Lower-Tier PFIC
regardless of a QEF election in respect of Agave, unless such U.S. Holder has made a QEF election in respect of such Lower-Tier
PFIC.



Each U.S. Holder should consult its own tax
advisor regarding the availability of, and procedure for making, a QEF election. A U.S. Holder cannot make and maintain a valid
QEF election unless Agave provides certain U.S. tax information necessary to make such an election. In order for a U.S. Holder
to make (or maintain) a valid QEF election, Agave must provide certain information regarding its net capital gains and ordinary
earnings and permit its books and records to be examined to verify such information.



The Mark-to-Market Election Alternative



A U.S. Holder that holds “marketable
stock” in a PFIC may avoid the imposition of the additional tax and interest described below by making a mark-to-market election
in the first year of its holding period in such PFIC’s shares. Agave’s common shares will be marketable securities
if they are regularly traded on a qualifying exchange that is either (i) a national securities exchange which is registered with
the Securities and Exchange Commission or the national market system established pursuant to the Exchange Act or (ii) any exchange
or other market that the United States Treasury Department determines is adequate. Agave believes that the TSX Venture Stock Exchange
meets this test, and accordingly, provided that the common shares are regularly traded on the TSX Venture Stock Exchange, a U.S.
Holder should be able to make a mark-to-market election with respect to the common shares if Agave is classified as a PFIC.



If a U.S. Holder were to make a timely mark-to-market
election with respect to Agave common shares that it will own at the close of its taxable year, such electing U.S. Holder would
include as ordinary income in that taxable year any excess of the fair market value of its Agave common shares as of the close
of such year over its adjusted tax basis in the Agave common shares. In addition, the U.S. Holder may claim an ordinary loss deduction
for the excess, if any, of its adjusted tax basis in the common shares over the fair market value of the common shares at the close
of the taxable year, but only to the extent of any prior net mark-to-market gains. An electing U.S. Holder’s tax basis in
its Agave common shares will be adjusted to reflect any such income or loss. Any gain or loss on the sale of Agave common shares
will be ordinary income or loss, except that any loss will be ordinary loss only to the extent of the previously included net mark-to-market
gain. U.S. Holders considering the mark-to-market election should note that although it generally avoids the interest charge
associated with PFICs, as described below, the application of the rules regarding indirect interests in Lower-Tier PFICs to the
mark-to-market election is not entirely clear under current law. Accordingly, it may well be that a mark-to-market election would
not be effective with respect to interests in a Lower-Tier PFIC. If the mark-to-market election is not effective with respect to
interests in a Lower-Tier PFIC, then a U.S. Holder may be subject to the adverse tax consequences described below with respect
to any interests in a Lower-Tier PFIC. An election to mark-to-market applies to the year for which the election is made and to
subsequent years unless the PFIC shares cease to be marketable or the IRS consents to the revocation of the election. If Agave
were to cease being a PFIC, a U.S. Holder that marked its common shares to market would not include mark-to-market gain or loss
with respect to its Ordinary Shares for any taxable year that Agave was not a PFIC.

61









The “No Election” Alternative



If a U.S. Holder does not make a timely QEF
or mark-to-market election (a “Non-Electing Holder”) and Agave is a PFIC, then special taxation rules will apply to
(i) gains realized on the disposition of such U.S. Holder’s Agave common shares and (ii) certain “excess distributions”
(generally, distributions received in the current taxable year that are in excess of 125% of the average distributions received
during the three preceding years or, if shorter, such U.S. Holder’s holding period) by Agave. Pursuant to these rules, a
Non-Electing Holder generally would be required to pro rate all gains realized on the disposition of any of its Agave common share
and all excess distributions on its Agave common shares over its entire holding period. All gains or excess distributions allocated
to prior years of a U.S. Holder (other than any year before the first taxable year of Agave during such U.S. Holder’s holding
period for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income.



A Non-Electing Holder also would be liable
for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect
to each such prior year but had not been paid until the taxable year within which the gains or excess distributions have occurred.
A Non-Electing Holder that is not a corporation would be required to treat this interest charge as “personal interest”
which would be nondeductible. The balance of the gain or the excess distribution would be treated as ordinary income in the year
of the disposition or distribution, and no interest charge would be incurred with respect to such balance.



Considerations if PFIC Rules Do Not Apply



Distribution on Common Shares of Agave



Subject to the rules discussed under PFIC above,
in general, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of Agave
are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal
to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent
that Agave has current or accumulated earnings and profits (as determined under United States federal income tax principles), without
reduction for any Canadian income tax withheld from such distributions. Canadian tax withheld may be credited, subject to certain
limitations, against the U.S. Holder’s federal income tax liability or, alternatively, may be deducted in computing the U.S.
Holder’s federal taxable income by those who itemize deductions. The rules governing the foreign tax credit are complex and
involve the application of rules that depend upon a U.S. Holder’s particular circumstances. Accordingly, a U.S. Holder is
urged to consult its tax advisor regarding the availability of the foreign tax credit under its particular circumstances.



To the extent that distributions exceed Agave’s
current and accumulated earnings and profits, as determined under U.S. federal income tax principles, they will be treated first
as a return of capital up to the U.S. Holder’s adjusted basis in the common shares causing a reduction in such U.S. Holder’s
adjusted basis in the common shares (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized
upon subsequent disposition of the common shares) and thereafter as gain from the sale or exchange of property. (discussed in further
detail below under “Disposition of Common Shares of Agave”). However, Agave does not maintain calculations of earnings
and profits in accordance with U.S. federal income tax principles, and U.S. Holders should therefore assume that any distribution
with respect to the Agave common shares will constitute ordinary dividend income.



Subject to applicable exceptions with
respect to short-term and hedged positions, certain dividends received by non-corporate U.S. Holders prior to January 1, 2013
from a “qualified foreign corporation” may be eligible for reduced rates of taxation. A qualified corporation
includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States
that the U.S. Treasury Department determines to be satisfactory for these purposes and that includes an exchange of
information provision. The U.S. Treasury has determined that the Treaty meets these requirements,
and we believe that we are eligible for the benefits of the Treaty. Dividends received by U.S. Holders from a foreign corporation
that was a PFIC in either the taxable year of the distribution or the preceding taxable year will not constitute qualified dividends.
As discussed above in “Passive Foreign Investment Company,” Agave believes that it is a PFIC, and accordingly, dividends
paid on our Agave common shares will not constitute qualified dividends.

62









In the case of foreign currency received as
a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis
in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent
sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.



Disposition of Common Shares of Agave



Subject to the rules discussed under “Passive
Foreign Investment Company Considerations” above, in general, U.S. Holders will recognize gain or loss upon the sale of common
shares of Agave equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property
received, and (ii) the shareholder’s tax basis in the common shares of Agave. Currently, preferential tax rates apply
to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. In general, gain or loss on the sale of common
shares of Agave will be long-term capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder
and are held for more than one year. Deductions for net capital losses are subject to limitations.



Gain or loss, if any, that a U.S. Holder realizes
upon a sale, exchange or other taxable disposition of Agave common shares will be treated as having a United States source for
U.S. foreign tax credit limitation purposes. Consequently, U.S. Holders may not be able to use any foreign tax credits arising
from any Canadian tax imposed on the sale, exchange or other taxable disposition of Agave common shares unless such credit can
be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources or unless
an applicable treaty provides otherwise.



If a U.S. Holder receives any foreign currency
on the sale of Agave common shares, such U.S. Holder may recognize ordinary income or loss as a result of currency fluctuations
between the date of the sale of Agave common shares and the date the sale proceeds are converted into U.S. dollars.



United States Information and Backup Withholding
Tax



Under current Treasury Regulations, dividends
paid on Agave’s common shares, if any, generally will not be subject to information reporting and generally will not be subject
to U.S. backup withholding tax. However, dividends and the proceeds from a sale of Agave’s common shares paid in the U.S.
through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and
may also be subject to U.S. backup withholding tax (currently at 26% rate), if a U.S. Holder does not provide its taxpayer identification
number and otherwise comply with the backup withholding rules. Backup withholding is not an additional tax. Amounts withheld under
the backup withholding rules are available to be credited against a U.S. Holder’s United States federal income tax liability
and may be refunded by the IRS to the extent they exceed such liability, provided the required information is furnished to the
IRS in a timely manner.



Under United States federal income tax law
and regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement
in, a foreign corporation. Penalties for failure to file certain of these information returns are substantial. U.S. Holders of
Agave common shares should consult with their own tax advisors regarding the requirements are imposed of filing information returns.
U.S. Holders should be aware that reporting requirements with respect to the holding of certain foreign financial assets, including
stock of foreign issuers that is not held in an account maintained by certain types of financial institutions, if the aggregate
value of all of such assets exceeds U.S. $50,000. IRS guidance suspends this annual filing requirement pending the release of new
forms. Filings will eventually be required with respect to any year for which the obligation is suspended.



United States person who directly or indirectly
own an interest in a PFIC to file an annual report with the IRS and failure to file such report could result in the imposition
of penalties on such United States person. This requirement has been suspended for certain United States persons for tax years
beginning after March 18, 2010 pending the release of a revised form. Filings will eventually be required with respect to any year
in which the obligation is suspended.



63





U.S. Holders should consult their tax advisors
regarding the application of the information reporting rules to Agave common shares and the application of these requirements to
their particular situation.



Additional Tax on Investment Income



For taxable years beginning after December
31, 2012, U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally will be subject
to a 3.8% Medicare contribution tax on unearned income, including, among other things, dividends on, and capital gains from the
sale or other taxable disposition of, Agave’s common shares, subject to certain limitations and exceptions.



F.            	Dividends and Paying Agents

Not applicable.



G.           	Statement by Experts

Not applicable.

H.	           Documents on Display

Exhibits attached to this Form 20-F
are also available for viewing at the head office of the Company, Suite 1601-675 West Hastings Street, Vancouver, British Columbia
V6B 1N2, or on request of Agave at 604-687-4622. Copies of Agave’s consolidated financial statements and other disclosure
documents required under the British Columbia Securities Act are available for viewing on the internet at www.sedar.com
during normal business hours.



I.	             Subsidiary Information Cream Minerals
de Mexico, S.A., de C.V.

Not applicable.

ITEM 11.	     QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



A.           	Quantitative Information about Market
Risk

The Company has not hedged its exposure
to currency fluctuations. At March 31, 2014 and 2013, the Company is exposed to currency risk through the following assets and
liabilities denominated in U.S. dollars and Mexican pesos.



|                                         | March 31, 2014 | March 31, 2013
|---------------------------------------- | -------------- | --------------
|U.S. Dollars                             |                |               
|Cash and cash equivalents                | $   10,160     | $   3,762     
|Accounts payable and accrued liabilities | (9,707)        | (17,777)      
|Mexican Pesos                            |                |               
|Cash and cash equivalents                | 2,063          | 27,102        
|Value added taxes recoverable            | 16,857         | 11.806        
|Accounts payable and accrued liabilities | (69,223)       | (3,219)       

Based on the above net exposures at
March 31, 2014, and assuming that all other variables remain constant a 10% appreciation or depreciation of the Canadian dollar
against the U.S. dollar would result in an increase/decrease of $453 (2013 - $1,402), in the Company’s loss from operations,
and a 10% appreciation or depreciation of the Canadian dollar against the Mexican Pesos would result in an increase/decrease of
$50,303 (2013 - $3,569) in the Company’s loss from operations.



B.	           Qualitative Information about Market
Risk



Transaction Risk and Currency Risk Management

Agave’s operations do not employ
financial instruments or derivatives. The Company has no long-term debt or source of revenue as the Company is in the resource
exploration and development stage on its mineral property interests.

64





The Company is exposed to potential
loss from various risks including commodity price risk, interest rate risk, currency risk, credit risk and liquidity risk.



(a)Commodity price risk



The Company’s ability to raise capital
to fund exploration or development activities is subject to risk associated with fluctuations in the market prices of gold and
silver and the outlook for these metals. The Company does not have any hedging or other derivative contracts with respect to its
operations.



Market prices for gold and silver historically
have fluctuated widely and are affected by numerous factors outside of the Company’s control, including, but not limited
to, levels of worldwide production, short-term changes in supply and demand, industrial and retail demand, central bank lending,
central bank sales, investment demand and forward sales by producers and speculators. The Company has elected not to actively manage
its commodity price risk.



(b)Interest rate risk



Financial instruments that potentially subject
the Company to significant cash flow interest rate risk are financial assets with variable interest rates. The Company has no financial
assets with this risk.



Financial assets and financial liabilities
that bear interest at fixed rates are subject to fair value interest rate risk. The Company had no cash equivalents at March 31,
2014. In respect of financial assets, the Company’s policy is to invest cash at floating rates of interest in short term
cash GIC’s issued by a major Canadian chartered bank, in order to maintain liquidity, while achieving a satisfactory return.
Fluctuations in interest rates impact on the value of cash equivalents. Interest rate risk is not significant to the Company as
it has no cash equivalents at year end. As at March 31, 2014, with other variables unchanged, a 1% change in the variable interest
rate would have had an insignificant impact on the Company.



(c)Currency risk



The Company is exposed to the financial risk
related to the fluctuation of foreign exchange rates. The Company operates in Canada and Mexico and a portion of its expenses are
incurred in United States dollars and in Mexican pesos. A significant change in the currency exchange rates between the Canadian
dollar and these currencies could have an effect on the Company’s results of operations, financial position or cash flows.



(d)Credit risk



Credit risk is the risk of an unexpected loss
if a customer or third party to a financial instrument fails to meet its contractual obligations.



Given their short-term maturity, the fair value
of cash and sundry receivables are based on going-concern assumptions and are recorded at their carrying value.



The Company’s financial assets comprise
cash, short-term investments, marketable securities and accounts receivable. These financial instruments potentially subject the
Company to credit risk. The Company’s maximum exposure to credit risk as at March 31, 2014 is the carrying value of its financial
assets. The Company manages credit risk by maintaining bank accounts with reputable banks and financial institutions and investing
only in GIC’s issued by a major Canadian chartered bank. Cash is held at a major Canadian Chartered Bank and the risk of
default is considered to be remote.



(e)Liquidity risk



Liquidity risk is the risk that the Company
will not be able to meet its financial obligations as they come due. The Company manages liquidity risk through the management
of its capital structure and financial leverage as outlined in Note 15 to the consolidated financial statements.



The Company attempts to manage its significant
liquidity risk by maintaining sufficient cash and short-term investment balances. Liquidity requirements are managed based on expected
cash flow to ensure there is sufficient capital to meet short-term obligations. The Company has been dependent on small private
placement financings and advances from a major shareholder to maintain liquidity. All of the Company’s financial liabilities
are due within one year.

65







C.	           Management of Capital

The Company’s objectives when
managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development
of its mineral property interests in Canada and Mexico and to maintain a flexible capital structure which optimizes the costs of
capital.

In the management of capital, the Company
includes the components of total shareholders’ equity. The Company manages the capital structure and makes adjustments to
it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust the
capital structure, the Company may issue new shares, issue debt or acquire or dispose of assets.

In order to facilitate the management
of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various
factors, including successful capital deployment and general industry conditions.

Although the Company has been successful
at raising funds in the past through the issuance of share capital, it is uncertain whether it will be able to continue this form
of financing due to a number of factors beyond its control. The Company’s investment policy is to invest its excess cash
in highly liquid short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition,
selected with regards to the expected timing of expenditures from continuing operations.





Exchange Rate Sensitivity



The Company is engaged in mineral exploration
and related activities, including exploration, and reclamation. Changes in the price of foreign exchange rates could significantly
affect the Company’s profitability and cash flows. See “Key Information” under Item 3 above, for a description
of factors relating to foreign exchange and currency fluctuations. Its liabilities are all denominated in Canadian dollars. Certain
operations in Mexico are affected by exchange rate risk, of both the U.S. Dollar and the Mexican Peso.



Exploration in fiscal 2014 was primarily conducted
in Mexico, and its administrative operations are in Canada. The Company’s operations are affected by exchange rate risk,
as the equity financings by the Company to date have been denominated in Canadian dollars. Excess cash is invested and may be affected
by exchange rate risk for United States dollar expenditures. In the future, it will be necessary to do further equity or other
forms of financing. The funds are usually received in Canadian dollars. Funds received in U.S. dollars will likely remain in U.S.
dollars and be used for expenditures in U.S. dollars, to reduce exchange risk. The risk that the Company is subject to arises when
expenses are incurred in U.S. dollars or other currencies, but primarily U.S. dollars, with large fluctuations in the Canadian-U.S.
dollar exchange rate at that time of the transaction. Exchange losses were incurred in fiscal 2014 of $6,022 on cash expenditures
of $1.2 million, an amount primarily related to administrative and exploration activities in Mexico.



Interest Rate Risk and Equity Price Risk



Agave does not have any debt that is subject
to interest rate change risks.

ITEM 12.	     description
of securities other than equity securities

Not applicable.

PART II

ITEM 13.	     defaults,
dividend arrearages and DELINQUENCIES

Not applicable.

66





ITEM 14.	     material
modifications to the rights of security holders and use of proceeds

Not applicable.

item 15.	     CONTROLS
AND PROCEDURES



The issuer’s certifying officers are
responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they
are making. Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and
implement on a cost effective basis relating to the establishment and maintenance of disclosure controls and procedures and internal
controls over financial reporting may result in additional risks to the quality, reliability, transparency and timeliness of interim
and annual filings and other reports provided under securities legislation. As such, the certifying officer filing this annual
report does not make any representations relating to the establishment and maintenance of controls and other procedures designed
to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings
or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time
periods specified in securities legislation; and a process to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with the issuer’s IFRS.



Disclosure controls and procedures are designed
to ensure that material information relating to the Company, and its consolidated subsidiaries, is accumulated and communicated
on a timely basis to appropriate members of the Company’s management, including the Company’s CEO and CFO, to allow
timely decisions regarding required disclosure. Disclosure controls and procedures apply to various disclosures, including reports
filed with securities regulatory agencies.



Internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of financial information. Internal control over financial
reporting includes those policies and procedures that pertain to the preparation of financial statements prepared for external
purposes in accordance with generally accepted accounting principles. The evaluations of internal controls were conducted in accordance
with the framework criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”), a recognized control model, and the requirements of National Instrument
52-109, Certification of Disclosures in Issuers’ Annual and Interim Filings.



An evaluation was carried out under the supervision
of and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of our disclosure
controls and procedures and internal controls over financial report (as defined in rules adopted by the SEC) as at March 31, 2014.
Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures and internal control
over financial reporting were effective as at March 31, 2014.



A control system, no matter how well designed
and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial
statement preparation. Accordingly, the Company’s management, including the CEO and the CFO, does not expect that the Company’s
internal control over financial reporting will prevent or detect all error and all fraud. Also, projections of any evaluation of
effectiveness to future periods and subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with policies or procedures may change.



The Company will continue to periodically review
its disclosure controls and procedures and internal control over financial reporting and may make modifications from time to time
as considered necessary or desirable.



Attestation Report of registered public
accounting firm



This Annual Report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Management’s report
was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this Annual Report.



Changes in internal controls over financial
reporting



67





No changes in the Company’s internal
control over financial reporting occurred during the year ended March 31, 2014 that materially affected or are reasonably likely
to materially affect, the Company’s internal control over financial reporting.

ITEM 16A.	  AUDIT COMMITTEE FINANCIAL
EXPERT



Composition of the Audit Committee



The members of the audit committee are Messrs.
Ronald Lang, Benjamin Ainsworth and Robert Paul. The Company’s board of directors has determined that it has more than one
“audit committee financial expert” on the Audit Committee:



A member of the audit committee is independent
if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which
could, in the view of the Company’s board of directors, reasonably interfere with the exercise of a member’s independent
judgment. None of the current members of the audit committee have a material relationship with the Company.



At the date of this Annual Report on Form 20-F,
the Company is in compliance with the audit committee composition rule set out in National Instrument 52-110 Audit Committees(“NI 52-110”), the Canadian regulatory policy respecting audit committees, as a majority of the members of the
audit committee are considered independent.

ITEM 16B.	  CODE
OF ETHICS



The Company has adopted a code of ethics that
applies to the Company’s CEO, the CFO and other members of senior management. The Company’s Code of Ethics is filed
as an exhibit to this Form 20-F. There have been no amendments to the code of ethics and no waivers during the year ended March
31, 2014, and to the date of filing of this Form 20-F.

ITEM 16C.	  PRINCIPAL
ACCOUNTANT FEES AND SERVICES



The following table discloses the aggregate
fees billed for each of the last two fiscal years for professional services rendered by the Company’s audit firm for various
services.



|                      | Years ended March 31,
|--------------------- | ---------------------
|Services:             | 2014                 
|Audit fees            | $	20,500             
|Audit-related fee (1) | --                   
|Tax fees              | Nil                  
|All other fees (2)    | --                   
|Total fees            | $	20,500             



(1) “Audit-Related Fee”
includes services that are traditionally performed by the auditor. These audit-related services include review of SEC documentation
and audit services not required by legislation or regulation.

(2) Canadian Public Accounting Board
Fees.



From time to time, management of the Company
recommends to and requests approval from the audit committee for non-audit services to be provided by the Company’s auditors.
The audit committee routinely considers such requests at committee meetings, and if acceptable to a majority of the audit committee
members, pre-approves such non-audit services by a resolution authorizing management to engage the Company’s auditors for
such non-audit services, with set maximum dollar amounts for each itemized service. During such deliberations, the audit committee
assesses, among other factors, whether the services requested would be considered “prohibited services” as contemplated
by the United States Securities and Exchange Commission and whether the services requested and the fees related to such services
could impair the independence of the auditors. All of the non-audit related services provided by the Company’s audit firm
were pre-approved by the audit committee.



During the year ended March 31, 2013, all of
the services described above under “Principal Accountant Fees and Services” under the captions “Audit-Related
Fees”, “Tax Fees”, and “All Other Fees” were approved by the audit committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

68





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



Not applicable.

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



There were no purchases of equity securities
by the issuer and affiliated purchasers.

ITEM 16F.	  Change
in registrant’s certifYing accountant



Not applicable.

ITEM 16g.	  corporate
governance



Not applicable.

PART III

item 17.	     FINANCIAL
STATEMENTS

The Company’s consolidated financial
statements are stated in Canadian dollars and are prepared in accordance with IFRS as issued by the IASB.

The financial statements and notes thereto
as required under Item 17 are attached as Exhibit F-1 to this Annual Report and are incorporated by reference herein. The audit
report of Morgan LLP, independent Chartered Accountants, is included therein immediately preceding the consolidated financial statements
and is also incorporated by reference herein.

item 18	      FINANCIAL
STATEMENTS



Not applicable. See Item 17.

69





ITEM 19.	EXHIBITS

Financial Statements:

| | a. | Auditors’ Report on the consolidated statements of financial position as at March 31, 2014
and 2013 and the consolidated statements of operations and comprehensive loss, changes in equity (deficiency), and cash flows for
years ended March 31, 2014, 2013 and 2012;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. | Consolidated statements of financial position as at March 31, 2014 and 2013;
| | -- | ----------------------------------------------------------------------------

| | c. | Consolidated statements of operations and comprehensive loss for the years ended March 31, 2014,
2013 and 2012;
| | -- | ---------------------------------------------------------------------------------------------------------------

| | d. | Consolidated statement of changes in equity (deficiency) for the years ended March 31, 2014, 2013
and 2012;
| | -- | -----------------------------------------------------------------------------------------------------------

| | e. | Consolidated statements of cash flows for years ended March 31, 2014, 2013 and 2012;
| | -- | ------------------------------------------------------------------------------------

| | f. | Notes to the consolidated financial statements;
| | -- | -----------------------------------------------

| | g. | Shareholder Rights Plan and Articles.
| | -- | -------------------------------------

Index to Exhibits

The following exhibits are filed with
this Annual Report on Form 20-F in respect of the current year:

|Exhibit Number | Description                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                              
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------
|F-1            | Consolidated Financial Statements for the Years Ended March 31, 2014, 2013 and 2012, including Management’s Responsibility for Financial Reporting and Auditors’ Report from Morgan LLP, Chartered Accountants                                                                                                                                                                                                                     |                                                                              
|1.1*           | Certified Copies of Transition Application and Notice of Articles and Notice of Articles - post transition                                                                                                                                                                                                                                                                                                                         |                                                                              
|2.1***         | 2011 Stock Option Plan (10% Rolling), as approved by shareholders on June 23, 2011 and December 13, 2012                                                                                                                                                                                                                                                                                                                           |                                                                              
|4.2****        | Option agreement between Roca Mines Inc. and the Company, dated July 24, 2009, on the Nuevo Milenio Project, Municipality of Xalisco, Tepic Area, Nayarit State, Mexico                                                                                                                                                                                                                                                            |                                                                              
|6.1            | Calculation of earnings per share – N/A                                                                                                                                                                                                                                                                                                                                                                                            |                                                                              
|7.1            | Explanation of calculation of ratios – N/A                                                                                                                                                                                                                                                                                                                                                                                         |                                                                              
|8.1***         | List of subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                              
|11.1*          | Code of ethics                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                              
|               | 11.2                                                                                                                                                                                                                                                                                                                                                                                                                               | Shareholder Rights Plan Agreement dated May 24, 2011                         
|               | 12.1                                                                                                                                                                                                                                                                                                                                                                                                                               | Certification pursuant to Rule 13a-14(A)/15d-14(a) of Chief Executive Officer
|               | 12.2                                                                                                                                                                                                                                                                                                                                                                                                                               | Certification pursuant to Rule 13a-14(A)/15d-14(a) of Chief Financial Officer
|13.1           | Certification pursuant to 18 U.S.C. Section 1350 of Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                        |                                                                              
|13.2           | Certification pursuant to 18 U.S.C. Section 1350 of Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                        |                                                                              
|A*             | A technical report titled, “Geological Report on the Dos Hornos and Once Bocas Gold Silver Structure, Nuevo Milenio Project, Municipality of Xalisco, Tepic Area, Nayarit State, Mexico Latitude: 21o21’35” North, Longitude: 104 o46’53” West”, dated February 16, 2006.                                                                                                                                                          |                                                                              
|B**            | A Technical Report on the Casierra alluvial diamond properties EPL 1/94 (Hima prospecting license area) and EPL 5/94 in Sierra Leone, West Africa, dated November 15, 2005, as amended January 18, 2006.                                                                                                                                                                                                                           |                                                                              
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                              
|               | *These exhibits were included as exhibits to,
        and are incorporated herein by reference to, the Company’s Annual Report filed on Form 20-F with the Commission on September
        30, 2005.
        ** This exhibit was previously filed via Form
        6-K on EDGAR on December 9, 2005, was subsequently amended and filed via Form 6-K on EDGAR on February 6, 2006 and is incorporated
        by reference herein. |                                                                              
|               | *** This exhibit was included as an exhibit to, and is incorporated herein by reference to, the Company’s Annual Report filed on Form 20-F with the Commission on September 30, 2008.                                                                                                                                                                                                                                              |                                                                              
|               | **** This exhibit was included as an exhibit to, and is incorporated herein by reference to, the Company’s Annual Report filed on Form 20-F/A with the Commission on May 26, 2010.                                                                                                                                                                                                                                                 |                                                                              
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                              

END OF EXHIBITS

70





Glossary of Geologic and Mining
Terms



Adit-A horizontal passage from
the surface into a mine, commonly called a tunnel.



Ag - Chemical symbol for the metallic
element silver.



Au - Chemical symbol for the metallic
element gold.



Alteration - Any change in the mineralogic
composition of a rock that is brought about by physical or chemical means.



Banka drilling –A drilling method
used in inhospitable and isolated areas in the world, primarily using human manpower. Developed by Conrad Banka, the drills are
indispensable to prospect or explore alluvial deposits; mine tailings; clay, bauxite and lateritic iron ore; water bearing layers;
deep geochemistry in water saturated soils and for geotechnical soil testing.



Bed - The smallest division of a stratified
rock series, marked by a well-defined divisional plane from its neighbours above and below; an ore deposit, parallel to the stratification,
constituting a regular member of the series of formations.



Bedding - Condition where planes divide
sedimentary rocks of the same or different lithology.



Bedrock - Solid rock exposed at the
surface of the earth, or overlain by surficial deposits.



Biotite - A generally dark colored iron,
magnesium and potassium rich mica.



Caldera - A large basin-shaped volcanic
depression, more or less circular, the diameter of which is many times greater than that of the included vent or vents, irrespective
of the steepness of the walls of the form of the floor.



Contact – The place or surface
where two different kinds of rocks come together.



Cretaceous - A period of geological
time extending from 135 million to 65 million years ago.



Crown grant - A mineral claim located
on the ground, defined by two claim posts, the location of which is governed by a mineral title act enacted at an earlier date
than the current act.



Diamond drill hole - A method of obtaining
a cylindrical core of rock by drilling with a diamond impregnated bit.



Deposit – A natural occurrence
of a useful mineral or ore in sufficient extent and degree of concentrating to invite exploitation.



Dip - The angle at which a stratum or
drill hole is inclined from the horizontal.



Displacement - Relative movement of
rock on opposite side of a fault; also known as dislocation.



Disseminated – Fine particles
of mineral dispersed through the enclosing rock.



EM - Electromagnetic.



Fault - A fracture in a rock along which
there has been relative movement either vertically or horizontally.



Feldspar - A group of common aluminosilicate
minerals.



Feldspar porphyry - A rock consisting
of feldspar crystals embedded in a compact dark red or purple groundmass.



Feasibility study - Engineering study
to determine if a mineral property can be developed at a profit, and the methods to develop it.



71







Footwall - The mass of rock that lies
beneath a fault, an ore body, or a mine working; the top of the rock stratum underlying a vein or bed of ore.



g/t - Grams per tonne.



Galena - Lead sulphide, PbS, the principal
ore of lead.



Geochemical survey - A measure of the
abundance of different elements in rock, soil, water, etc.



Geochemistry - Study of chemical elements
in rocks or soil.



Geological mapping – Surveys defining
the surface distribution of rock varieties, age relationships and structural features.



Grab sampling - A random sample of mineralized
rock with no statistical validity, taken simply to check the type of mineralization.



Grade - The quality of an ore; in effect,
the metal content.



Granite – An intrusive rock consisting
essentially of feldspar and quartz.



Grid - A network of evenly spaced horizontal
and vertical bars or lines, used generally to locate points in the field when placed over a map or chart.



Hanging wall - The rock mass above a
fault plane, vein, lode, ore body, or other structure, the underside of the country rock overlying a vein or bed of ore.



Hectare - A square of 100 metres on
each side.



Induced polarization survey –
A survey to determine the conductivity and chargeability of rock units located along grid lines.



Intrusive - Said of an igneous rock,
which invades older rocks.



Lime - A white substance, calcium oxide
(CaO), obtained by the action of heat on limestone, shells and other materials containing calcium carbonate.



Limestone - Rock consisting mainly of
calcium carbonate, often composed of the organic remains of sea animals (mollusks, coral, etc.).



Lode - See vein.



Meta-intrusive - An intrusive rock that
has been metamorphosed.



Metamorphosed/Metamorphic - A rock that
has been altered by physical and chemical processes including heat, pressure and fluids.



Meta-sediment - A sedimentary rock that
has been metamorphosed.



Mineralization - The concentration of
metals and their chemical compounds within a body of rock.



Mining lease – A claim or number
of claims to which the right to mine is assigned.



Modified grid mineral claim –
A claim with north-south and east-west borders, located by using claim posts at each corner and at 500 metre intervals along each
side. Each 500 metre x 500-metre interval is referred to as one unit and modified grid claims can total no more than 20 units in
size.



Net smelter royalty - A royalty based
on the actual metal sale price received less the cost of refining at an off-site refinery.

72







Ore - Rock containing mineral(s) or
metals, which can be economically extracted.



Orebody - A solid and fairly continuous
mass of ore.



Outcrop - An exposure of bedrock at
the surface.



Pb - Chemical symbol for the metallic
element lead.



Pod - An orebody of elongate, lenticular
shape; also known as podiform orebody.



PPB - Part Per Billion.



PPM - Part Per Million.



Pyrite - Iron sulphide (FeS2).



Quartz - A mineral composed of silicon
dioxide.



Reconnaissance - A general examination
or survey of a region with reference to its main features, usually as a preliminary to a more detailed survey.



Replacement mineralization – Mineral
deposit formed by replacement of previous rock.



Rhyolite - A siliceous volcanic rock
with a high potassium in feldspar component.



Rock chip sample – A rock sample
consisting of continuous chips collected over a specified width.



Rotary drilling – A drilling method
where a hard-toothed bit rotates at the bottom of a drill pipe, grinding a hole into the rock. Lubrication is provided by continuously
circulating drilling fluid, which brings the rock cuttings to the surface.



Sediment - Solid material that has settled
down from a state of suspension in a liquid. More generally, solid fragmental material transported and deposited by wind, water
or ice, chemically participated from solution, or secreted by organisms, and that forms in layers in loose unconsolidated form.



Sedimentary rock – Rock formed
by lithification of sediments.



Shaft – A vertical excavation.



Shear - To move as to create a planar
zone of deformed rock.



Showing - A rock outcrop revealing the
presence of a certain mineral.



Siliceous - Said of a rock rich in silica.



Silt sample– A sample of fine
sediment collected from a stream bed.



Soil sampling - Systematic collection
of soil samples at a series of different locations in order to study the distribution of soil geochemical values.



Sphalerite - A zinc sulphide, ZnS, which
may contain some iron and cadmium; the principal ore of zinc and cadmium.



Strike – The horizontal plane
representing the direction of a structure or bed.



Sulphide - A group of minerals in which
one or more metals are found in combination with sulphur.



Tonne - Metric unit of weight equivalent
to volume multiplied by specific gravity, equivalent to 1.102 tons.



73





Trenching- The act of blasting or digging
through overburden/outcrop to attend fresh bedrock for mapping and sampling.



Vein - A tabular or sheet-like body
of minerals, which has been intruded into a joint fissure, or system of fissures, in rocks.



VLF - Very Low Frequency.



VLF EM survey – A survey to determine
ground variations in the electromagnetic field along grid lines.



Workings - A part of a mine, quarry,
etc., where work is or has been done.



Zn - Chemical symbol for the metallic
element zinc.







74





SIGNATURES

Agave Silver Corp. certifies that it
meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual
Report on its behalf.

AGAVE SILVER CORP.

Per:

/s/ Ronald M. Lang	
Ronald M. Lang, President



DATED:	       July 22, 2014



---









75