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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(Mark One)

[ x ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2009

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

For the transition period from ______________ to
________________

Commission file number 333-153641

TRIMEX EXPLORATION
INC.(Exact name of registrant as specified in its
charter)

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

|2200  1177 West Hastings Street, Vancouver, British |           
|---------------------------------------------------- | ----------
|Columbia Canada                                      | V6E 2K3   
|(Address of principal executive offices)             | (Zip Code)

Registrants telephone number, including area code
604.647.0630

Securities registered under Section 12(b) of the Act:

|None                | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

Securities registered under Section 12(g) of the Act:

None(Title of
class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ x
]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [ x ]

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

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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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.[
x ]

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

|Large accelerated filer [ ] | Accelerated filer [ ]          
|--------------------------- | -------------------------------
|Non-accelerated filer [ ]   | Smaller reporting company [ x ]

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

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter: $150,000 based on a price of $0.10, being
the price per share of the last private placement of the issuer on July 16,
2008.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS:

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 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
Yes [ ] No [ ](Not
Applicable)

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
450,000 shares of common stock as of December 22, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980). Not Applicable

-2-

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PART I

Forward-Looking Statements.

This annual report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as may, should,
expects, plans, anticipates, believes, estimates, predicts,
potential or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled Risk Factors and the risks set out below, any of which may cause our
or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. These risks include, by way of example and not in
limitation:

- risks and uncertainties relating to the interpretation of drill results,
  the geology, grade and continuity of mineral deposits;
- results of initial feasibility, pre-feasibility and feasibility studies,
  and the possibility that future exploration, development or mining results
  will not be consistent with our expectations;
- mining and development risks, including risks related to accidents,
  equipment breakdowns, labour disputes or other unanticipated difficulties;
- the potential for delays in the completion of feasibility studies;
- risks related to the inherent uncertainty of cost estimates and the
  potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis
  and on acceptable terms for our planned exploration projects;
- risks related to environmental regulation and liability;
- risks related to tax assessments;
- political and regulatory risks associated with mining development and
  exploration; and
- other risks and uncertainties related to our prospects, properties and
  business strategy.

This list is not an exhaustive list of the factors that may
affect any of our forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.

Forward-looking statements are made based on managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to common
stock refer to the common shares in our capital stock.

As used in this annual report, the terms we, us, our, the
Company and Trimex mean Trimex Exploration Inc. and its subsidiaries, unless
the context clearly requires otherwise.

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ITEM 1. BUSINESS

General

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. We were incorporated in the state of
Nevada on January 16, 2008. On June 2, 2008, we acquired a 100% interest in a
mining concession that we refer to as the Venado property. The Venado property
is located in the municipality of Sinaloa, state of Sinaloa and is described in
detail under the heading Properties  The Venado Property. Exploration of this
mining concession is required before a final determination as to its viability
can be made. On May 1, 2008, we incorporated our wholly owned subsidiary, Trimex
Exploracion, S.A. de C.V. in Mexico in order to hold our property in Mexico.

Recent Corporate Developments

Since our Form 10-Q filed on May 20, 2009 for the interim
period ended March 31, 2009, being our last annual or quarterly report filed
with the Securities and Exchange Commission, we experienced the following
significant events.

| | 1. | We received a technical report (the Technical Report)
      dated July 21, 2009 from our consulting geologist, respecting the Venado
      property. Pursuant to the Report, our geological consultant recommended
      that we undertake the next phase of exploration at the Venado property, as
      described in detail under the heading Properties  The Venado Property 
      Planned Exploration Program.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 2. | On September 1, 2009, we dismissed Moore and Associates,
      Chartered Accountants and Advisers (Moore), as our independent principal
      accountant upon being informed that  the Public Company
      Accounting Oversight Board (PCAOB) had revoked the registration of Moore. Effective October 25, 2009, we
      engaged the accounting firm of Saturna Group Chartered Accountants LLP, as
      our new independent principal accountant. See Changes in and
      Disagreements with Accountants on Accounting and Financial
    Disclosure.                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 3. | Pursuant to the recommendations of the Technical Report,
      during the year ended June 30, 2009 we reduced the size of our claim to
      the Venado property by abandoning approximately 15 square kilometers of
      our claim. We reduced the size of our claim to decrease the ongoing costs
      including foreign tax expenses of carrying a large property. See
      Properties  The Venado Property  Property Description and Ownership
      Interest .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 4. | Subject to obtaining additional financing, we intend to
      conduct a two phase exploration program for the Venado property. We intend
      to conduct the first phase of our exploration program when we receive
      additional financing. We estimate that the first phase will cost $23,000
      and consists of an intense program of mapping and prospecting through the
      property. If the results of the first phase of our exploration program
      warrant the continuation into the second phase of the program, we intend
      to conduct the second phase of the program consisting of detailed
      geophysical surveying. We estimate that the second phase will cost
      $65,000. We estimate that the cost for reporting on the results of these
      two phases will be approximately $10,000. Our planned exploration program
      is described in detail under the heading Properties  The Venado Property
       Planned Exploration Program.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 5. | Effective August 27, 2010, our shareholders approved a 10
      for 1 reverse split of issued and outstanding common stock of our company,
      following which our issued and outstanding common stock decreased from
      4,500,000 to 450,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

-4-

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Our Current Business

Overview

We commenced our planned exploration program during the quarter
ended December 31, 2008. Our consulting geologist, visited the Venado Property
on December 10, 2008 in order to properly plan the first phase of the upcoming
field program. Our plan of operation is to carry out exploration work on our
Venado property in order to ascertain whether it possesses commercially
exploitable quantities of gold, silver, and other metals. We intend to primarily
explore for gold and silver, but if we discover that our mineral property holds
potential for other minerals that our management determines are worth exploring
further, then we intend to explore for those other minerals. We will not be able
to determine whether or not the Venado property contains a commercially
exploitable mineral deposit, or reserve, until appropriate exploratory work is
done and an economic evaluation based on that work indicates economic
viability.

Exploration Stage Company

We are an exploration stage company. We are considered an
exploration stage company as we are involved in the examination and
investigation of a mineral property that we believe may contain valuable
minerals, for the purpose of discovering the presence of ore, if any, and its
extent. Since we are an exploration stage company, there is no assurance that a
commercially viable mineral deposit exists on our property, and a great deal of
further exploration is required before a final evaluation as to the economic and
legal feasibility of developing the Venado property is determined. We have no
known reserves of any type of mineral. To date, we have not discovered an
economically viable mineral deposit on the mineral property, and there is no
assurance that we will discover one.

Acquisition of the Venado Property

On June 2, 2008, we entered into a cession mining rights
agreement with Minera Canvista, S.A. de C.V., through our Mexican subsidiary,
Trimex Exploracion, S.A. de C.V. Pursuant to the cession mining rights
agreement, we acquired a 100% interest in a mining concession known as the
Venado property in consideration for the sum of $20,000. Pursuant to the cession
mining rights agreement, Minera Canvista, S.A. de C.V. also renounced any right
to collect royalties for any production proceeds in the event that we proceed to
the production stage on the Venado property. We selected the Venado property
based on our review of historical exploration reports on the property and our
managements determination that the property contains potential mineralization.

Planned Exploration Program

Mineral property exploration is typically conducted in phases.
Each subsequent phase of exploration work is recommended by a geologist based on
the results from the most recent phase of exploration. We have not yet commenced
the initial phase of exploration on our property. Once we complete each phase of
exploration, we will make a decision as to whether or not we proceed with each
successive phase based upon the analysis of the results of that program. Our
management will make these decisions based upon the recommendations of the
independent geologist who oversees the program and records the results.

We intend to conduct a two phase exploration program for the
Venado property. We intend to conduct the first phase of our exploration program
when we receive additional financing. We estimate that the first phase will cost
$23,000 and consists of an intense program of mapping and prospecting through
the property. If the results of the first phase of our exploration program
warrant the continuation into the second phase of the program, we intend to
conduct the second phase of the program consisting of detailed geophysical
surveying. We estimate that the second phase will cost $65,000. We estimate that
the cost for reporting on the results of these two phases will be approximately
$10,000. Our planned exploration program is described in detail under the
heading Properties The Venado Property  Planned Exploration Program.

The existence of commercially exploitable mineral deposits in
the Venado property is unknown at the present time and we will not be able to
ascertain such information until we receive and evaluate the results of our
exploration program.

-5-

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Competition

We are a new junior mineral resource exploration company. We
were incorporated on January 16, 2008 and our operations are not
well-established. We compete with other mineral resource exploration companies
for financing and for the acquisition of new mineral properties. Many of the
mineral resource exploration companies with whom we compete have greater
financial and technical resources than those available to us. Accordingly, these
competitors may be able to spend greater amounts on acquisitions of mineral
properties of merit, on exploration of their mineral properties and on
development of their mineral properties. In addition, they may be able to afford
more geological expertise in the targeting and exploration of mineral
properties. This competition could result in competitors having mineral
properties of greater quality and interest to prospective investors who may
finance additional exploration and development. This competition could adversely
impact on our ability to achieve the financing necessary for us to conduct
further exploration of our mineral properties.

We will also compete with other junior mineral resource
exploration companies for financing from a limited number of investors that are
prepared to make investments in junior mineral resource exploration companies.
The presence of competing junior mineral resource exploration companies may
impact on our ability to raise additional capital in order to fund our
exploration programs if investors are of the view that investments in
competitors are more attractive based on the merit of the mineral properties
under investigation and the price of the investment offered to investors.

We also compete with other junior and senior mineral resource
exploration companies for available resources, including, but not limited to,
professional geologists, camp staff, helicopter or float planes, mineral
exploration supplies and drill rigs.

Governmental Regulations

In Mexico, mineral resources belong to the Mexican nation and
all mining activity requires a concession from the federal government. A
concession is granted over free land, pursuant to the first in time, first right
principle, which establishes that the first person to request a concession over
a portion of land will have the right to the same, provided all other
requirements under the Mining Law of Mexico and its associated regulations are
met.

A concession owner can perform:

- exploration works on the ground to identify mineral deposits and
  quantifying and evaluating economically viable reserves and accordingly
  perform work to develop areas containing mineral deposits; and
- exploitation works to detach and extract minerals from such deposits.

Only Mexican nationals or legal entities incorporated under
Mexican law may hold concessions, although there are no restrictions on foreign
ownership of such entities. Mining concessions are granted for 50 years, and can
be renewed for another 50 years. The main obligations to keep them are the
semi-annual payment of mining duties (taxes), based on the surface area of the
concession, and the performance of work in the areas covered by the concessions,
which is evidenced by minimum expenditures or by the production of ore.

In connection with mining and exploration activities in the
Venado property, we are subject to extensive Mexican federal, state and local
laws and regulations governing the protection of the environment, including laws
and regulations relating to protection of air and water quality, hazardous waste
management and mine reclamation as well as the protection of endangered or
threatened species.

Currently, we are not required to submit any environmental
impact statement to the Mexican government for our proposed two phase
exploration program on the Venado property because exploration activities such
as mapping and sampling do not require the preparation of the environmental
impact statement. However, if, after we conduct our two phase exploration
program on the Venado property, we decided to conduct a full drilling program,
we will have to prepare the environmental impact statement to be submitted to
the Mexican government, which will describe the anticipated environmental impact
of our planned drilling program, as well as outlining our planned actions to
minimize any potential environmental damage. Studies required
to support the environmental impact statement include a detailed analysis of the
area, among others: soil, water, vegetation, wildlife, cultural resources and
socioeconomic impacts.

-6-

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In reviewing the environmental impact statement, the Mexican
government looks at potential impact on national Mexican environment, as well as
reviewing for local concerns such as proximity to water supplies or potential
interference with local farms. The Mexican government has ten days to respond
after we file the environmental impact statement, and if it does not respond,
authorization is deemed to have been granted. If the Mexican government does
respond, then the time within which authorization will be granted can be
increased to six to twelve months or longer. It is also possible that no
authorization will be granted if the Mexican government is not satisfied that
appropriate measure will be taken to protect the environment.

Employees

As of the date of this annual report, we have no employees
other than our directors and officers. We retained a consulting geologist and
intend to retain further consultants on a contract basis to conduct the work
program on our mineral property in order to carry out our plan of operations.

On January 17, 2008, we entered into a consulting services
agreement with Ezra Jimenez, a Mexican lawyer. Pursuant to the agreement, Mr.
Jimenez has provided us with advisory services with respect to issues arising
for incorporation of our subsidiary in Mexico as well as legal and business
affairs related with mining issues. We pay Mr. Jimenez an hourly fee of CDN$150
plus goods and services tax and all reasonable disbursements or expenses.

On June 1, 2008, we entered into a contract for consulting
services with Foremost Geological Consulting. Pursuant to the agreement,
Foremost Geological Consulting has provided us with services such as planning,
coordinating and performing exploration work on our property and compiling and
reviewing geological, geochemical and geophysical data on our property. We pay
Foremost Geological Consulting $500 per day and goods and services tax and all
reasonable out-of-pocket expenses.

Intellectual Property

We do not own, either legally or beneficially, any patents or
trademarks.

ITEM 1A. RISK FACTORS

Our common shares are considered speculative. Prospective
investors should consider carefully the risk factors set out below.

Risks Associated with our Financial Condition

If we do not obtain additional financing, our business will
fail.

As of September 30, 2010, we had cash in the amount of
$18,278.82. We require additional financing in order to commence the first phase
of our exploration program of the Venado property. If our exploration programs
are successful in discovering reserves of mineral resources, we will require
significant additional funds in order to develop the Venado property. We
currently do not have any arrangements for financing and we may not be able to
obtain financing when required. Obtaining additional financing would be subject
to a number of factors, including the market prices for gold, silver, and other
metallic minerals and the costs of exploring for or commercial production of
these materials. These factors may make the timing, amount, terms or conditions
of additional financing unavailable to us.

-7-

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Because we have incurred a net loss of $137,055 since our
inception on January 16, 2008 through June 30, 2009 and do not have any
revenues, our independent auditors believe there is substantial doubt about our
ability to continue as a going concern.

We have incurred a net loss of $137,055 since our inception on
January 16, 2008 through June 30, 2009 and have no revenues to date. Our future
is dependent upon our ability to obtain financing and upon future profitable
operations from the commercial exploitation of an interest in a mineral
property. Our independent auditors have issued a going concern opinion and have
raised substantial doubt about our continuance as a going concern. When an
auditor issues a going concern opinion, the auditor has substantial doubt that
the company will continue to operate indefinitely and not go out of business and
liquidate its assets. This is a significant risk to investors who purchase
shares of our common stock because there is an increased risk that we may not be
able to generate and/or raise enough resources to remain operational for an
indefinite period of time. Potential investors should also be aware of the
difficulties normally encountered by new mineral resource exploration companies
and the high rate of failure of such enterprises. The independent auditors
going concern opinion may inhibit our ability to raise financing because we may
not remain operational for an indefinite period of time resulting in potential
investors failing to receive any return on their investment.

Risks Associated with our Company

Because we have only recently commenced business operations,
we face a high risk of business failure and this could result in a total loss of
your investment.

The only exploration of the Venado property we have conducted
is the completion of a technical report and thus we have no way to evaluate the
likelihood whether we will be able to operate our business successfully. We were
incorporated on January 16, 2008, and to date have been involved primarily in
organizational activities, evaluating resource projects and acquiring a mineral
property. We have not earned any revenues and have not achieved profitability as
of the date of this annual report. Potential investors should be aware of the
difficulties normally encountered by new mineral resource exploration companies
and the high rate of failure of such enterprises. The likelihood of success must
be considered in light of the problems, expenses, difficulties, complications
and delays encountered in connection with the exploration of the Venado
properties. These potential problems include, but are not limited to,
unanticipated problems relating to exploration and additional costs and expenses
that may exceed current estimates. We have no history upon which to base any
assumption as to the likelihood that our business will prove successful, and we
can provide no assurance to investors that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will likely fail and you will lose your
entire investment.

Because we do not have any revenues, we expect to incur
operating losses for the foreseeable future.

We have never earned revenues and have never been profitable.
Prior to completing exploration on the mineral property, we anticipate that we
will incur increased operating expenses without realizing any revenues. We
therefore expect to incur significant losses into the foreseeable future. If we
are unable to generate financing to continue the exploration of our mineral
property, we will fail and you will lose your entire investment in our company.

Without additional financing, of which there is no assurance
that we would be able to obtain. we will not be able to commence the first phase
of our exploration program for our Venado property

We intend to carry out the exploration program that has been
recommended by a consulting geologist. However, we do not have enough cash to
commence the first phase of our exploration program. If we cannot raise
additional financing, we may never commence the first phase of our exploration
program. Further, there is no assurance that our actual costs will not exceed
the estimated costs. Factors that could cause actual costs to exceed our
estimated costs include increased prices due to competition for personnel and
supplies during the exploration season, unanticipated problems in completing the
exploration program and delays experienced in completing the exploration
program. Increases in exploration costs could result in our not being able to
carry out our exploration program without additional financing. There is no
assurance that we would be able to obtain additional financing in this event.

-8-

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All of our assets and all of our directors and officers are
outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us
or any of our directors or officers.

All of our assets are located outside the United States and we
do not currently maintain a permanent place of business within the United
States. In addition, all of our directors and officers are nationals and/or
residents of countries other than the United States, and all or a substantial
portion of such persons assets are located outside the United States. As a
result, it may be difficult for investors to enforce within the United States
any judgments obtained against us or our officers and directors, including
judgments predicated upon the civil liability provisions of the securities laws
of the United States or any state thereof. Consequently, you may be effectively
prevented from pursuing remedies under United States federal and state
securities laws against us or our officers and directors.

Risks Associated with our Mining Operations

Because of the speculative nature of exploration of mining
properties, there is substantial risk that no commercially exploitable minerals
will be found and our business will fail.

We are in the initial stage of exploration of our mineral
property, and thus have no way to evaluate the likelihood that we will be
successful in establishing commercially exploitable reserves of gold, silver or
other valuable minerals on our mineral property. Potential investors should be
aware of the difficulties normally encountered by new mineral resource
exploration companies and the high rate of failure of such enterprises. The
search for valuable minerals as a business is extremely risky. We may not find
commercially exploitable reserves of gold, silver or other valuable minerals in
our mineral property. Exploration for minerals is a speculative venture
necessarily involving substantial risk. The expenditures to be made by us on our
exploration program may not result in the discovery of commercial quantities of
mineral resources. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for valuable minerals involves numerous hazards. In
the course of carrying out exploration of our Venado property, we may become
subject to liability for such hazards, including pollution, cave-ins and other
hazards against which we cannot insure or against which we may elect not to
insure. We currently have no such insurance nor do we expect to get such
insurance for the foreseeable future. If a hazard were to occur, the costs of
rectifying the hazard may exceed our asset value and cause us to liquidate all
of our assets, resulting in the loss of your entire investment.

If we discover commercial reserves of minerals on our
mineral property, we can provide no assurance that we will be able to
successfully achieve commercial production.

Our mineral property does not contain any known mineral
resources. If our exploration programs are successful in establishing mineral
resources, we will require additional funds in order to achieve commercial
production. In such an event, we may be unable to obtain any such funds, or to
obtain such funds on terms that we consider economically feasible, and you may
lose your entire investment.

Because access to our mineral property is difficult, we may
be delayed in our exploration and any future mining efforts.

Access to the Venado property is difficult and there are no
roads within the Venado property. These limitations can result in significant
delays in exploration efforts, as well as in mining and production in the event
that commercial amounts of minerals are found. Such delays can cause our
business to fail and the loss of your entire investment.

-9-

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As we undertake exploration of our mineral property, we will
be subject to compliance with government regulation that may increase the
anticipated time and cost of our exploration program, which could increase our
expenses.

We will be subject to the mining laws and regulations in Mexico
as we carry out our exploration program. We will be required to pay mining taxes
to the Mexican government. We will be required to prove our compliance with
relevant Mexican environmental and workplace safety laws, regulations and
standards by submitting receipts showing the purchase of equipment used for
workplace safety or the prevention of pollution or the undertaking of
environmental remediation projects before we are able to obtain drilling
permits. If our exploration activities lead us to make a decision to go into
mining production, before we commence a major drilling program, we will have to
obtain an environmental impact statement authorization. This could potentially
take more than 10 months to obtain and could potentially be refused. New
regulations, if any, could increase our time and costs of doing business and
prevent us from carrying out our exploration program. These factors could
prevent us from becoming profitable.

If we do not find a joint venture partner for the continued
development of our mineral property, we may not be able to advance the
exploration work.

If the initial results of our mineral exploration program are
successful, we may try to enter into a joint venture agreement with a partner
for the further exploration and possible production of our mineral property. We
would face competition from other junior mineral resource exploration companies
if we attempt to enter into a joint venture agreement with a partner. The
possible partner could have a limited ability to enter into joint venture
agreements with junior exploration programs and will seek the junior mineral
resource exploration companies which have the properties that they deem to be
the most attractive in terms of potential return and investment cost. In
addition, if we entered into a joint venture agreement, we would likely assign a
percentage of our interest in the mineral property to the joint venture partner.
If we are unable to enter into a joint venture agreement with a partner, our
business may fail and you may lose your entire investment.

Risks Associated with our Management

Because our executive officers have limited experience in
mineral exploration and do not have formal training specific to the
technicalities of mineral exploration, there is a higher risk that our business
will fail.

Our executive officers have limited experience in mineral
exploration and do not have formal training as geologists or in the technical
aspects of management of a mineral resource exploration company. As a result of
this inexperience, there is a higher risk of our being unable to complete our
business plan for the exploration of our mineral property. With no direct
training or experience in these areas, our management may not be fully aware of
many of the specific requirements related to working within this industry. Our
decisions and choices may not take into account standard engineering or
managerial approaches mineral resource exploration companies commonly use.
Consequently, the lack of training and experience of our management in this
industry could result in management making decisions that could result in a
reduced likelihood of our being able to locate commercially exploitable reserves
on our mineral property with the result that we would not be able to achieve
revenues or raise further financing to continue exploration activities. In
addition, we will have to rely on the technical services of others with
expertise in geological exploration in order for us to carry out our planned
exploration program. If we are unable to contract for the services of such
individuals, it will make it difficult and maybe impossible to pursue our
business plan. There is thus a higher risk that our operations, earnings and
ultimate financial success could suffer irreparable harm and our business will
likely fail and you will lose your entire investment.

Because our executive officers have other business
interests, they may not be able or willing to devote a sufficient amount of time
to our business operation, causing our business to fail.

Our executive officers devote approximately 15% of their
working time on providing management services to us. If the demands on our
executive officers from their other obligations increase, they may no longer be
able to devote sufficient time to the management of our business. This could
negatively impact our business development.

-10-

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Risks Associated with our Common Stock

There is no active trading market for our common stock and
if a market for our common stock does not develop, our investors will be unable
to sell their shares.

There is currently no active trading market for our common
stock and such a market may not develop or be sustained. We currently plan to
have our common stock quoted on the OTC Bulletin Board. In order to do this, a
market maker must file a Form 15c-211 to allow the market maker to make a market
in shares of our common stock. However, we cannot provide our investors with any
assurance that our common stock will be traded on the OTC Bulletin Board or, if
traded, that a public market will materialize. Further, the OTC Bulletin Board
is not a listing service or exchange, but is instead a dealer quotation service
for subscribing members. If our common stock is not quoted on the OTC Bulletin
Board or if a public market for our common stock does not develop, then
investors may not be able to resell the shares of our common stock that they
have purchased and may lose all of their investment. If we establish a trading
market for our common stock, the market price of our common stock may be
significantly affected by factors such as actual or anticipated fluctuations in
our operation results, general market conditions and other factors. In addition,
the stock market has from time to time experienced significant price and volume
fluctuations that have particularly affected the market prices for the shares of
exploration stage companies, which may affect the market price of our common
stock in a materially adverse manner.

Because we do not intend to pay any dividends on our common
stock, investors seeking dividend income or liquidity should not purchase shares
of our common stock.

We do not currently anticipate declaring and paying dividends
to our stockholders in the foreseeable future. It is our current intention to
apply net earnings, if any, in the foreseeable future to increasing our working
capital. Prospective investors seeking or needing dividend income or liquidity
should, therefore, not purchase our common stock. We currently have no revenues
and a history of losses, so there can be no assurance that we will ever have
sufficient earnings to declare and pay dividends to the holders of shares of our
common stock, and in any event, a decision to declare and pay dividends is at
the sole discretion of our board of directors, which currently do not intend to
pay any dividends on shares of our common stock for the foreseeable future.
Unless we pay dividends, our shareholders will not be able to receive a return
on their shares unless they sell them.

Since our common stock has never been traded, if a market
ever develops for our common stock, the price of our common stock is likely to
be highly volatile and may decline. If this happens, investors may have
difficulty selling their shares and may not be able to sell their shares at all.

There is no public market for our common stock and we cannot
assure you that a market will develop or that any stockholder will be able to
liquidate his, her, or its investment without considerable delay, if at all. A
trading market may not develop in the future, and if one does develop, it may
not be sustained. If an active trading market does develop, the market price of
our common stock is likely to be highly volatile. The market price of our common
stock may also fluctuate significantly in response to the following factors,
most of which are beyond our control:

- variations in our quarterly operating results;
- changes in market valuations of similar companies; and
- the loss of key management.

The equity markets have, on occasion, experienced significant
price and volume fluctuations that have affected the market prices for many
companies securities and that have often been unrelated to the operating
performance of these companies. Any such fluctuations may adversely affect the
market price of our common stock, regardless of our actual operating
performance. As a result, stockholders may be unable to sell their shares, or
may be forced to sell them at a loss.

Because we can issue additional shares of our common stock,
purchasers of our common stock may incur immediate dilution and may experience
further dilution.

We are authorized to issue up to 100,000,000 shares of common
stock and 100,000,000 shares of preferred stock. As of December 22, 2010, there
were 450,000 shares of our common stock issued and outstanding and no shares of
our preferred stock issued and outstanding. Our board of directors has the
authority to cause our company to issue additional shares of common stock
without the consent of any of our stockholders. Consequently, our stockholders
may experience more dilution in their ownership of our company in the future.

-11-

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Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations which may limit a shareholders
ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these 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
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

FINRA sales practice requirements may also limit a
shareholders ability to buy and sell our stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority
(FINRA) has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock.

|ITEM 2. | PROPERTIES.
|------- | -----------

Executive Offices

Our principal executive office consisting of 250 square feet is
located at 2200  1177 West Hastings Street, Vancouver, British Columbia V6E
2K3, Canada. We use an office leased by Aaron Ui, our president, chief executive
officer, and director, as our principal executive office, but Mr. Ui does not
charge us for rent. Mr. Ui leases the office monthly.

The Venado Property

Property Description and Ownership Interest

We own a 100% interest in the mining concession that we refer
to as the Venado property. The Venado property consists of a mining concession
totaling 1,961.8752 hectares located within the municipality of Sinaloa of the
state of Sinaloa. The mining concession has a claim title number of 229040 and
was issued on February 27, 2007 and is granted for 50 years.

-12-

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On June 2, 2008, we entered into a cession mining rights
agreement with Minera Canvista, S.A. de C.V., through our Mexican subsidiary,
Trimex Exploracion, S.A. de C.V. Pursuant to the cession mining rights
agreement, we acquired a 100% interest in a mining concession known as the
Venado property in consideration for the sum of $20,000. Pursuant to the cession
mining rights agreement, Minera Canvista, S.A. de C.V. also renounced any right
to collect royalties for any production proceeds in the event that we proceed to
the production stage on the Venado property.

In accordance with the recommendations of our technical report
dated July 21, 2009, and to reduce our ongoing expenses, during fiscal 2009, we
reduced the size of our claim to the Venado property by abandoning approximately
15 square kilometers of our claim.

Technical Report

We received a technical report dated July 21, 2009 (the
Report) from our consulting geologist Foremost Geological Consulting
respecting the Venado property. Pursuant to the Report, our consulting geologist
recommended a two phase exploration program on the Venado property to explore
potential mineralization on the property, as described under the heading
Planned Exploration Activities.

Location

The Venado property is located in the State of Sinaloa, western
Mexico, and is close the border with the Durango State. The property is
approximately 150 km northeast of the capital city of Culiacan and approximately
32 km from the town of Sinaloa De Leyva. It is within the municipality of
Sinaloa. The Venado property is located approximately 70 km, as the crow flies,
from the Pacific Ocean. The nearest coastal city is Topolebampa.

The property is made up of one claim block that covers
1,961.8752 hectares that contains two previously existing claims that belong to
local Mexican owners.

A map showing the location of the Venado property is provided
below:

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Location of Venado Property



The Venado Property

Exploration History

Historically, this area has been mined by small miners and
prospectors. All prior production in this area has been mainly grass-roots,
small family operations. No drilling has ever taken place on the property.

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Present Condition

The Venado property presently does not have any known mineral
reserves. There are some underground Artizno mines on the property. There is no
plant or equipment located on the property.

Access

There is no road access within the Venado property and it takes
approximately one and a half hours by horse to arrive at the centre of the
property. Access to the stepping off point to the property is by dirt roads
which are passable year round with a two-wheel drive pickup, with the exception
of short periods during heavy rains when it may be necessary to wait a few hours
for a river to subside and use four-wheel drive on portions of the road. The
nearest town, Sinaloa De Leyva is approximately four hours by car from the
property. Sinaloa De Leyva is approximately two and a half hours by car from the
major centre of Culiacan by paved roads and highways.

Infrastructure

Sinaloa De Leyva is the nearest town to the property to get
supplies. It is a town of approximately 10,000 people and includes cellular
telephone service, telephone lines of sufficient quality for faxes and computer
modems. There is daily bus service to the state capital of Culiacan. Available
supplies include groceries, fuel and the normal range of tools and supplies that
can be found in rural areas with a predominantly agricultural economy.

Current State of Exploration

Other than the Report, we have not conducted any exploration
work on the Venado property.

Planned Exploration Program

We engaged Foremost Geological Consulting in Vancouver, British
Columbia, Canada in order to conduct our exploration program on the Venado
property. A consulting geologist from Foremost Geological Consulting will lead
our exploration program on the Venado property.

In the Report, our consulting geologist recommended the
completion of a two phase preliminary exploration program which is summarized
below. We have determined, based on the recommendation of our consulting
geologist, to proceed with this exploration program. The costs of the two phase
preliminary exploration program is broken down as follows:

|Detailed geological mapping and sampling:                                                                     |   |        | 
|------------------------------------------------------------------------------------------------------------- | - | ------ | 
|                                                                                                              |   |        | 
|1 Geologist for 20 days @ $500 per day:                                                                       | $ | 10,000 | 
|3 Field Assistants for 20 days @ $30 per
      day per person:                                                | $ | 600    | 
|Food and accommodation @ $30 per man-day:                                                                     | $ | 2,400  | 
|Field supplies:                                                                                               | $ | 1,000  | 
|Vehicle rental, fuel and maintenance:                                                                         | $ | 5,000  | 
|Analytical costs: 100 samples @ $40 per
      sample:                                                         | $ | 4,000  | 
|Subtotal                                                                                                      | $ | 23,000 | 
|                                                                                                              |   |        | 
|Geophysical surveys:                                                                                          |   |        | 
|                                                                                                              |   |        | 
|Including mob/demob charges (2 days), line
      cutting (10 days) and surveying at 1.25 km per day (16 days) | $ | 65,000 | 
|Subtotal                                                                                                      | $ | 65,000 | 

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|Report preparation:                                               |   |        | 
|----------------------------------------------------------------- | - | ------ | 
|For reporting on all of the above work,
      including drafting: | $ | 10,000 | 
|TOTAL COST: $98,000                                               |   |        | 

Detailed geological mapping and sampling

The first phase of the exploration program is intended to be
comprised of an intense program of mapping and prospecting throughout the
property with special attention paid to the three areas (which we refer to as
Agua Hedionda, Los Nachos, and Los Metates). Each of these areas of known
mineralization will be re-sampled and all locations will be located using GPS,
mapped in detail and photographed. We will try to sample the material within the
workings as well as get a sense of the geological model and the exploration
potential. We intend to engage in prospecting wherever access is not too
difficult.

We estimate that the first phrase of the exploration program
will cost $23,000. This work will be conducted by a team of a consulting
geologist and 3 field assistants. The first phase of the exploration program
should take approximately twenty days. We anticipate that this phase will not
commence until we obtain additional financing. If we are unable to obtain
additional financing, we may never commence this phase.

Geophysical Surveys

If the results of the first phase of the exploration program
warrant the continuation into the second phase of the program and we obtain
additional financing, we intend to conduct the second phase of the program. The
second phase of the exploration program will be comprised of detailed follow-up
geophysical surveying. We estimate that the second phase of the exploration
program will cost $65,000.

Report Preparation

Throughout the first and second phase, we will need to prepare
reports describing our activities and results. We estimate that the costs of
preparing those reports will be $10,000 for both phases.

Continuation of Exploration

We plan to continue exploration of our Venado property for so
long as the results of the geological exploration that we complete indicate the
further exploration of the Venado property is recommended. If we determine not
to proceed with further exploration of our Venado property because of results
from geological exploration that indicate that further exploration is not
recommended, we will attempt to acquire an interest in a new resource property.
Due to our limited finances, there is no assurance that we would be able to
acquire an interest in a new property that merits further exploration. If we
were to acquire an interest in a new property, then our plan would be to conduct
resource exploration of the new property. In any event, we anticipate that our
acquisition of a new property and any exploration activities that we would
undertake will be subject to our achieving additional financing, of which there
is no assurance.

ITEM 3. LEGAL PROCEEDINGS.

We know of no material, active, or pending legal proceeding
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation where such claim or action involves damages for
more than 10% of our current assets. There are no proceedings in which any of
our companys directors, officers, or affiliates, or any registered or
beneficial shareholders, is an adverse party or has a material interest adverse
to our companys interest.

ITEM 4. (REMOVED AND RESERVED)

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PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Securities

There is currently no trading market for our common stock. We
do not have any common stock subject to outstanding options or warrants and
there are no securities outstanding that are convertible into our common stock.
Other than the shares of our common stock being offered under this prospectus,
there are no shares of our common stock that is being, or have been proposed to
be, publicly offered, the offering of which could have a material effect on the
market price of our common stock.

Our common shares are issued in registered form. Wall Street
Transfer Agents Inc., located at 12492 Harris Road, Pitt Meadows, British
Columbia V3Y 2J4, Canada (telephone: 604.465.7475; facsimile 604.465.7485) is
the registrar and transfer agent for our common shares.

Holders of our Common Stock

As of December 22, 2010, we have 38 registered stockholders and
450,000 shares issued and outstanding.

Dividend Policy

We have never declared or paid any cash dividends on our common
stock. We currently intend to retain future earnings, if any, to increase our
working capital. As a result, we do not anticipate paying any cash dividends in
the foreseeable future.

So long as any shares of our preferred stock remain
outstanding, unless all accrued and unpaid dividends for all prior dividend
periods relating to our preferred stock have been paid or are contemporaneously
declared and paid in full, no dividend whatsoever will be paid or declared on
our common stock

Other than as stated above, there are no restrictions in our
articles of incorporation or bylaws that prevent us from declaring dividends.
The Nevada Revised Statutes, however, do prohibit us from declaring
dividends where, after giving effect to the distribution of the dividend:

- we would not be able to pay our debts as they become due in the usual
  course of business; or
- our total assets would be less than the sum of our total liabilities plus
  the amount that would be needed to satisfy the rights of stockholders who have
  preferential rights superior to those receiving the distribution.

Recent Sales of Unregistered Securities

We did not issue any equity securities that were not registered
under the Securities Act during the fiscal year ended June 30, 2009.

Securities Authorized for Issuance Under Equity Compensation
Plans

We do not have any long-term incentive plans.

Purchase of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during the year ended June 30, 2009.

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ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
annual report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include those discussed below and
elsewhere in this annual report.

Our audited consolidated financial statements are stated in
United States dollars and are prepared in accordance with United States
generally accepted accounting principles.

Plan of Operation

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. We were incorporated in the state of
Nevada on January 16, 2008. On June 2, 2008, we acquired a 100% interest in a
mining concession that we refer to as the Venado property. The Venado property
is located in the municipality of Sinaloa, state of Sinaloa. Exploration of this
mining concession is required before a final determination as to its viability
can be made. On May 1, 2008, we incorporated our wholly owned subsidiary, Trimex
Exploracion, S.A. de C.V. in Mexico for the sole purpose of holding our property
interest in Mexico.

The existence of commercially exploitable mineral deposits in
the Venado property is unknown at the present time and we will not be able to
ascertain such information until we receive and evaluate the results of our
exploration program.

Our plan of operation is to carry out exploration work on our
Venado property in order to ascertain whether it possesses commercially
exploitable quantities of gold, silver, and other metals. We intend to primarily
explore for gold and silver, but if we discover that our mineral property holds
potential for other minerals that our management determines are worth exploring
further, then we intend to explore for those other minerals. We will not be able
to determine whether or not the Venado property contains a commercially
exploitable mineral deposit, or reserve, until appropriate exploratory work is
done and an economic evaluation based on that work indicates economic
viability.

There can be no assurance that our planned activities will be
successful or that we will ultimately attain profitability. Our long term
viability depends on our ability to grow our subsidiarys business to fund the
continuation of our consolidated business operations. We intend to use our
common stock as payment for services of various consultants in order to help
advance our business plan.

We intend to conduct a two phase exploration program for the
Venado property. We intend to conduct the first phase of our exploration program
when we receive additional financing. We estimate that the first phase will cost
$23,000 and consists of an intense program of mapping and prospecting through
the property. If the results of the first phase of our exploration program
warrant the continuation into the second phase of the program, we intend to
conduct the second phase of the program consisting of detailed geophysical
surveying. We estimate that the second phase will cost $65,000. We estimate that
the cost for reporting on the results of these two phases will be approximately
$10,000. Our planned exploration program is described in detail under the
heading Properties The Venado Property  Planned Exploration Program.

Provided we obtain additional financing and complete the first
phase of our exploration program, we anticipate that our estimated expenses over
the next twelve months will be as follows:

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|Cash Requirements during the Next Twelve
      Months |  
|----------------------------------------------------- | -
|                                                      |  
|General, Administrative and Corporate
      Expenses  | $
|Expenditures on the Venado Property                   |  
|Total                                                 | $

We plan to raise the capital required to commence the first
phase of our exploration program primarily through the continued financial
support of our directors and stockholders and the continued issuance of equity
to new stockholders. There is no assurance that we will be able to obtain
further funds required for our continued working capital requirements. If we are
not able to obtain additional financing on a timely basis, we will be unable to
conduct our operations as planned, and we will not be able to meet our other
obligations as they become due. In such event, we will be forced to scale down
or perhaps even cease our operations.

Results of Operations for Year ended June 30, 2009 Compared
to Year ended June 30, 2008

Our operating results for the years ended June 30, 2009 and
June 30, 2008 are summarized as follows:

|                  | Year Ended June 30, 2009 | Period from January 16, 2008
    (date of inception) to June 30, 2008 | Percentage
      Increase/(Decrease)
|----------------- | ------------------------ | --------------------------------------------------------------------- | ------------------------------------
|Revenue           | -                        | -                                                                     | N/A                                 
|Expenses          | $92,262                  | $44,793                                                               | 105.9%                              
|Net Income (loss) | $(92,262)                | $(44,793)                                                             | 105.9%                              

Revenues

We have had no operating revenues for the years ended June 30,
2009 and June 30, 2008. We anticipate that we will not generate any revenues for
so long as we are an exploration stage company.

Expenses

The major components of our expenses for the year are outlined
in the table below:

|                                     | Year Ended June
    30, 2009 | Year Ended June
    30, 2008
|------------------------------------ | ---------------------------- | ----------------------------
|Foreign exchange
      loss          | $310                         | -                           
|General and administrative           | $83,892                      | $24,793                     
|Mineral property costs               | $8,060                       | -                           
|Write-down of mineral property costs | -                            | $20,000                     
|Total
      Expenses                 | $92,262                      | $44,793                     

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General and Administrative Expenses

The increase in our general and administrative expenses for the
year ended June 30, 2009 was primarily due to accounting, audit and legal fees
pertaining to the Companys registration statement filing and subsequent
quarterly filings.

Liquidity and Capital Resources

Working Capital

|                    | As at June 30,
    2009 | As at June 30,
    2008
|------------------- | ----------------------- | -----------------------
|Current Assets      | $61,774                 | $113,653               
|Current Liabilities | $18,829                 | $11,946                
|Working Capital     | $42,945                 | $101,707               

Current Assets

Our current assets deceased by $51,879 due to a net decrease in
cash, as described below.

Cash Flows

|                                        | Year Ended June 30, 2009 | Year Ended June 30, 2008
|--------------------------------------- | ------------------------ | ------------------------
|Cash used in
      Operating Activities | $(85,379)                | $(12,847)               
|Cash provided by Investing Activities   | -                        | $(20,000)               
|Cash provided by Financing Activities   | $33,500                  | $146,500                
|Net Increase (Decrease) in Cash         | $(51,879)                | $113,653                

Cash Provided by Financing Activities

On July 16, 2008, we issued 1,500,000 (pre 10:1 reverse split)
shares of our common stock to 36 subscribers at an offering price of $0.10 per
share for gross offering proceeds of $150,000, of which $116,500 was recorded as
common stock subscribed as at June 30, 2008 and $33,500 was received during the
fiscal year ended June 30, 2009.

Going Concern

The audited consolidated financial statements accompanying this
report have been prepared on a going concern basis, which implies that our
company will continue to realize its assets and discharge its liabilities and
commitments in the normal course of business. Our company has not generated
revenues since inception and has never paid any dividends and is unlikely to pay
dividends or generate earnings in the immediate or foreseeable future. The
continuation of our company as a going concern is dependent upon the continued
financial support from our shareholders, the ability of our company to obtain
necessary equity financing to achieve our operating objectives, and the
attainment of profitable operations. As of June 30, 2009, we had cash of $61,774
and we estimate that we will require approximately $43,000 to fund our business
operations over the next twelve months. Accordingly, we do not have sufficient
funds for planned operations and we will be required to raise additional funds
for operations after that date.

These circumstances raise substantial doubt about our ability
to continue as a going concern, as described in the explanatory paragraph to our
independent auditors report on the June 30, 2009 and June 30, 2008 consolidated
financial statements which are included with this annual report. The
consolidated financial statements do not include any adjustments that might
result from the outcome of that uncertainty.

-20-

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The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further
funds required for our continued operations. We are pursuing various financing
alternatives to meet our immediate and long-term financial requirements. There
can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms. If we are not able to obtain the additional financing on a timely basis,
we will be forced to scale down or perhaps even cease the operation of our
business.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The following are the accounting policies that we consider to
be critical accounting policies. Critical accounting policies are those that are
both important to the portrayal of our financial condition and results and those
that require the most difficult, subjective, or complex judgments, often as
results of the need to make estimates about the effect of matters that are
subject to a degree of uncertainty.

Mineral Property Costs

The Company has been in the exploration stage since its
inception on January 16, 2008 and has not yet realized any revenues from its
planned operations. It is primarily engaged in the acquisition and exploration
of mining properties. Mineral property exploration costs are expensed as
incurred. Mineral property acquisition costs are initially capitalized when
incurred. The Company assesses the carrying costs for impairment under ASC 360,
Property, Plant, and Equipment at each fiscal quarter end. When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs then incurred to develop
such property, are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserve. If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.

Long-lived Assets

In accordance with ASC 360, Property, Plant, and Equipment,
the Company tests long-lived assets or asset groups for recoverability when
events or changes in circumstances indicate that their carrying amount may not
be recoverable. Circumstances which could trigger a review include, but are not
limited to: significant decreases in the market price of the asset; significant
adverse changes in the business climate or legal factors; accumulation of costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing losses associated with the
use of the asset; and current expectation that the asset will more likely than
not be sold or disposed significantly before the end of its estimated useful
life. Recoverability is assessed based on the carrying amount of the asset and
its fair value which is generally determined based on the sum of the
undiscounted cash flows expected to result from the use and the eventual
disposal of the asset, as well as specific appraisal in certain instances. An
impairment loss is recognized when the carrying amount is not recoverable and
exceeds fair value.

New Accounting Pronouncements

In June 2009, the FASB issued guidance now codified as FASB ASC
Topic 105, Generally Accepted Accounting Principles as the single source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with US GAAP, aside from those issued by the SEC. ASC 105 does not change current US GAAP, but
is intended to simplify user access to all authoritative US GAAP by providing
all authoritative literature related to a particular topic in one place. The
adoption of ASC 105 did not have a material impact on the Companys consolidated
financial statements, but did eliminate all references to pre-codification
standards.

-21-

---

In January 2010, the FASB issued an amendment to ASC 820, Fair
Value Measurements and Disclosure, to require reporting entities to separately
disclose the amounts and business rationale for significant transfers in and out
of Level 1 and Level 2 fair value measurements and separately present
information regarding purchase, sale, issuance, and settlement of Level 3 fair
value measures on a gross basis. This standard, for which the Company is
currently assessing the impact, is effective for interim and annual reporting
periods beginning after December 15, 2009 with the exception of disclosures
regarding the purchase, sale, issuance, and settlement of Level 3 fair value
measures which are effective for fiscal years beginning after December 15,
2010.

The Company has implemented all new accounting pronouncements
that are in effect and that may impact its financial statements and does not
believe that there are any other new accounting pronouncements that have been
issued that might have a material impact on its financial position or results of
operations.

-22-

---

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

-23-

---

|TRIMEX EXPLORATION INC.             
|------------------------------------
|(An Exploration Stage Company)      
|Consolidated Financial Statements   
|Periods Ended June 30, 2009 and 2008
|(Expressed in U.S. dollars)         

|                                                              | Index
|------------------------------------------------------------- | -----
|                                                              |      
|Report of Independent Registered Public
      Accounting Firm | F1  
|Consolidated Balance Sheets                                   | F2  
|Consolidated Statements of Operations                         | F3  
|Consolidated Statements of Stockholders Equity               | F4  
|Consolidated Statements of Cash Flows                         | F5  
|Notes to the Consolidated Financial Statements                | F6  

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

To the Board of Directors and Stockholders of 
  Trimex
  Exploration Inc.
  (An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of
  Trimex Exploration Inc. (An Exploration Stage Company) as of June 30, 2009 and
  2008, and the related consolidated statements of operations, stockholders
  equity, and cash flows for the year ended June 30, 2009, period from January 16,
  2008 (date of inception) to June 30, 2008, and accumulated from January 16, 2008
  (date of inception) to June 30, 2009. These financial statements are the
  responsibility of the Company's management. Our responsibility is to express an
  opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the financial statements. The Company is not required to have,
  nor were we engaged to perform, an audit of its internal control over financial
  reporting. An audit includes consideration of internal control over financial
  reporting as a basis for designing audit procedures that are appropriate in the
  circumstances, but not for the purpose of expressing an opinion on the
  effectiveness of internal control over financial reporting. Accordingly, we
  express no such opinion. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as
  evaluating the overall financial statement presentation. We believe that our
  audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
  present fairly, in all material respects, the consolidated financial position of
  the Company as of June 30, 2009 and 2008, and the consolidated results of its
  operations and its cash flows for the year ended June 30, 2009, period from
  January 16, 2008 (date of inception) to June 30, 2008, and accumulated from
  January 16, 2008 (date of inception) to June 30, 2009, in conformity with
  accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been
  prepared assuming the Company will continue as a going concern. As discussed in
  Note 1 to the financial statements, the Company has not generated any revenues
  and has incurred operating losses since inception. These factors raise
  substantial doubt about the Companys ability to continue as a going concern.
  Managements plans in regard to these matters are also discussed in Note 1 to
  the financial statements. The financial statements do not include any
  adjustments that might result from the outcome of this uncertainty.

/s/ Saturna Group Chartered Accountants LLP

Vancouver, Canada

September 24, 2010

---

|TRIMEX EXPLORATION INC.       
|------------------------------
|(An Exploration Stage Company)
|Consolidated Balance Sheets   
|(Expressed in U.S. dollars)   

|                                                                                                                                                    |  | June 30, |   |  | June 30, |  
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | - |  | -------- | -
|                                                                                                                                                    |  | 2009     |   |  | 2008     |  
|                                                                                                                                                    |  | $        |   |  | $        |  
|ASSETS                                                                                                                                              |  |          |   |  |          |  
|Current Assets                                                                                                                                      |  |          |   |  |          |  
|Cash                                                                                                                                                |  | 61,774   |   |  | 113,653  |  
|Total Assets                                                                                                                                        |  | 61,774   |   |  | 113,653  |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                |  |          |   |  |          |  
|Current Liabilities                                                                                                                                 |  |          |   |  |          |  
|Accounts payable                                                                                                                                    |  | 8,579    |   |  | 2,048    |  
|Accrued liabilities                                                                                                                                 |  | 10,250   |   |  | 9,898    |  
|Total Liabilities                                                                                                                                   |  | 18,829   |   |  | 11,946   |  
|Nature of Operations and Continuance of Business (Note 1)                                                                                           |  |          |   |  |          |  
|Subsequent Event (Note 6)                                                                                                                           |  |          |   |  |          |  
|Stockholders Equity                                                                                                                                |  |          |   |  |          |  
|Preferred stock, 100,000,000
      shares authorized, $0.001 par value 
         Nil shares issued and
      outstanding                            |  |         |   |  |         |  
|Common stock, 100,000,000 shares authorized,
      $0.001 par value 
         450,000 and 300,000 shares issued and
      outstanding, respectively |  | 450      |   |  | 300      |  
|Additional paid-in capital                                                                                                                          |  | 179,550  |   |  | 29,700   |  
|Common stock subscribed (Note 4)                                                                                                                    |  |         |   |  | 116,500  |  
|Deficit accumulated during the exploration
      stage                                                                                              |  | (137,055 | ) |  | (44,793  | )
|Total
      Stockholders Equity                                                                                                                    |  | 42,945   |   |  | 101,707  |  
|Total Liabilities and Stockholders Equity                                                                                                          |  | 61,774   |   |  | 113,653  |  

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

F-2

---

|TRIMEX EXPLORATION INC.              
|-------------------------------------
|(An Exploration Stage Company)       
|Consolidated Statements of Operations
|(Expressed in U.S. dollars)          

|                                           |  |            |   |  | Period from         |   |  | Accumulated from    |  
|------------------------------------------ |  | ---------- | - |  | ------------------- | - |  | ------------------- | -
|                                           |  |            |   |  | January 16, 2008    |   |  | January 16, 2008    |  
|                                           |  | Year ended |   |  | (date of inception) |   |  | (date of inception) |  
|                                           |  | June 30,   |   |  | to June 30,         |   |  | to June 30,         |  
|                                           |  | 2009       |   |  | 2008                |   |  | 2009                |  
|                                           |  | $          |   |  | $                   |   |  | $                   |  
|                                           |  |            |   |  |                     |   |  |                     |  
|Revenue                                    |  |           |   |  |                    |   |  |                    |  
|                                           |  |            |   |  |                     |   |  |                     |  
|Expenses                                   |  |            |   |  |                     |   |  |                     |  
|Foreign exchange loss                      |  | 310        |   |  |                    |   |  | 310                 |  
|General and administrative                 |  | 83,892     |   |  | 24,793              |   |  | 108,685             |  
|Mineral property costs                     |  | 8,060      |   |  |                    |   |  | 8,060               |  
|Write-down of mineral property costs       |  |           |   |  | 20,000              |   |  | 20,000              |  
|Total Expenses                             |  | 92,262     |   |  | 44,793              |   |  | 137,055             |  
|Net Loss                                   |  | (92,262    | ) |  | (44,793             | ) |  | (137,055            | )
|                                           |  |            |   |  |                     |   |  |                     |  
|Net Loss Per Share, Basic and Diluted      |  | (0.21      | ) |  | (0.15               | ) |  |                     |  
|                                           |  |            |   |  |                     |   |  |                     |  
|Weighted Average Common Shares Outstanding |  | 444,247    |   |  | 300,000             |   |  |                     |  

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

F-3

---

|TRIMEX EXPLORATION INC.                                                        
|-------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                 
|Consolidated Statements of Stockholders Equity                                
|For the Period from January 16, 2008 (date of inception) to
      June 30, 2009
|(Expressed in U.S. dollars)                                                    

|                                                    |  |              |  |  |         |  |  |            |  |  |             |   |  | Deficit     |   |  |         |  
|--------------------------------------------------- |  | ------------ |  |  | ------- |  |  | ---------- |  |  | ----------- | - |  | ----------- | - |  | ------- | -
|                                                    |  |              |  |  |         |  |  |            |  |  |             |   |  | Accumulated |   |  |         |  
|                                                    |  |              |  |  |         |  |  | Additional |  |  | Common      |   |  | During the  |   |  |         |  
|                                                    |  | Common Stock |  |  | Paid-in |  |  | Stock      |  |  | Exploration |   |  |             |  
|                                                    |  | Shares       |  |  | Amount  |  |  | Capital    |  |  | Subscribed  |   |  | Stage       |   |  | Total   |  
|                                                    |  | #            |  |  | $       |  |  | $          |  |  | $           |   |  | $           |   |  | $       |  
|                                                    |  |              |  |  |         |  |  |            |  |  |             |   |  |             |   |  |         |  
|Balance, January 16, 2008 (date of
      inception) |  |             |  |  |        |  |  |           |  |  |            |   |  |            |   |  |        |  
|Common stock issued for cash $0.10 per share        |  | 300,000      |  |  | 300     |  |  | 29,700     |  |  |            |   |  |            |   |  | 30,000  |  
|Common stock subscribed                             |  |             |  |  |        |  |  |           |  |  | 116,500     |   |  |            |   |  | 116,500 |  
|Net loss for the
      period                       |  |             |  |  |        |  |  |           |  |  |            |   |  | (44,793     | ) |  | (44,793 | )
|Balance, June 30, 2008                              |  | 300,000      |  |  | 300     |  |  | 29,700     |  |  | 116,500     |   |  | (44,793     | ) |  | 101,707 |  
|Common stock issued for cash at $1.00 per share     |  | 150,000      |  |  | 150     |  |  | 149,850    |  |  | (116,500    | ) |  |            |   |  | 33,500  |  
|Net loss for the year                               |  |             |  |  |        |  |  |           |  |  |            |   |  | (92,262     | ) |  | (92,262 | )
|Balance, June 30,
      2009                        |  | 450,000      |  |  | 450     |  |  | 179,550    |  |  |            |   |  | (137,055    | ) |  | 42,945  |  

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

F-4

---

|TRIMEX EXPLORATION INC.              
|-------------------------------------
|(An Exploration Stage Company)       
|Consolidated Statements of Cash Flows
|(Expressed in U.S. dollars)          

|                                                                                  |  |            |   |  | Period from         |   |  | Accumulated from    |  
|--------------------------------------------------------------------------------- |  | ---------- | - |  | ------------------- | - |  | ------------------- | -
|                                                                                  |  |            |   |  | January 16, 2008    |   |  | January 16, 2008    |  
|                                                                                  |  | Year ended |   |  | (date of inception) |   |  | (date of inception) |  
|                                                                                  |  | June 30,   |   |  | to June 30,         |   |  | to June 30,         |  
|                                                                                  |  | 2009       |   |  | 2008                |   |  | 2009                |  
|                                                                                  |  | $          |   |  | $                   |   |  | $                   |  
|Operating Activities                                                              |  |            |   |  |                     |   |  |                     |  
|Net loss                                                                          |  | (92,262    | ) |  | (44,793             | ) |  | (137,055            | )
|Adjustments to reconcile net
      loss to net cash used in operating activities: |  |            |   |  |                     |   |  |                     |  
|Write-down of mineral properties                                                  |  |           |   |  | 20,000              |   |  | 20,000              |  
|Changes in operating assets
      and liabilities:                                |  |            |   |  |                     |   |  |                     |  
|Accounts payable                                                                  |  | 6,531      |   |  | 2,048               |   |  | 8,579               |  
|Accrued liabilities                                                               |  | 352        |   |  | 9,898               |   |  | 10,250              |  
|Net Cash Used In
      Operating Activities                                       |  | (85,379    | ) |  | (12,847             | ) |  | (98,226             | )
|Investing Activities                                                              |  |            |   |  |                     |   |  |                     |  
|Acquisition of mineral properties                                                 |  |           |   |  | (20,000             | ) |  | (20,000             | )
|Net Cash Used In Investing Activities                                             |  |           |   |  | (20,000             | ) |  | (20,000             | )
|Financing Activities                                                              |  |            |   |  |                     |   |  |                     |  
|Proceeds from common stock issued
      or subscribed                             |  | 33,500     |   |  | 146,500             |   |  | 180,000             |  
|Net Cash Provided
      by Financing Activities                                   |  | 33,500     |   |  | 146,500             |   |  | 180,000             |  
|Increase (Decrease) in Cash                                                       |  | (51,879    | ) |  | 113,653             |   |  | 61,774              |  
|Cash, Beginning of
      Period                                                   |  | 113,653    |   |  |                    |   |  |                    |  
|Cash, End of Period                                                               |  | 61,774     |   |  | 113,653             |   |  | 61,774              |  
|Supplemental Disclosures                                                          |  |            |   |  |                     |   |  |                     |  
|Interest paid                                                                     |  |           |   |  |                    |   |  |                    |  
|Income taxes paid                                                                 |  |           |   |  |                    |   |  |                    |  

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

F-5

---

|TRIMEX EXPLORATION INC.                       
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|Periods Ended June 30, 2009 and 2008          
|(Expressed in U.S. dollars)                   

|1. | Nature of Operations and Continuance of
      Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company was incorporated in the State of Nevada on
      January 16, 2008. The Company is an Exploration Stage Company, as defined
      by Financial Accounting Standards Board (FASB) Accounting Standards
      Codification (ASC) 915, Development Stage Entities. The Companys
      principal business is the acquisition and exploration of mineral
      resources. The Company has not presently determined whether its properties
      contain mineral reserves that are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These consolidated financial statements have been
      prepared on a going concern basis, which implies the Company will continue
      to realize its assets and discharge its liabilities in the normal course
      of business. The Company has never generated revenues since inception and
      is unlikely generate earnings in the immediate or foreseeable future. The
      continuation of the Company as a going concern is dependent upon the
      continued financial support from its shareholders, the ability of the
      Company to obtain necessary equity financing to continue operations, and
      the attainment of profitable operations. As at June 30, 2009, the Company
      has accumulated losses of $137,055 since inception. These factors raise
      substantial doubt regarding the Companys ability to continue as a going
      concern. These financial statements do not include any adjustments to the
      recoverability and classification of recorded asset amounts and
      classification of liabilities that might be necessary should the Company
      be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In addition to funding our working capital deficit, the
      Company requires additional funds to proceed with its plan of operation
      over the next twelve months. Management is currently seeking additional
      financing through the sale of equity and from borrowings from private
      lenders to cover its operating expenditures. There can be no certainty
      that these sources will provide the additional funds required for the next
      twelve months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-6

---

|TRIMEX EXPLORATION INC.                       
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|Periods Ended June 30, 2009 and 2008          
|(Expressed in U.S. dollars)                   

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | d)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | e)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | f)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | g)                                                          
|   |                                                             
|   |                                                             

F-7

---

|TRIMEX EXPLORATION INC.                       
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|Periods Ended June 30, 2009 and 2008          
|(Expressed in U.S. dollars)                   

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | h)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   | i)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | j)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | k)                                                          
|   |                                                             
|   |                                                             

F-8

---

|TRIMEX EXPLORATION INC.                       
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|Periods Ended June 30, 2009 and 2008          
|(Expressed in U.S. dollars)                   

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | l)                                                          
|   |                                                             
|   |                                                             

Level 1

Level 1 applies to assets or
  liabilities for which there are quoted prices in active markets for identical
  assets or liabilities.

Level 2

Level 2 applies to assets or
  liabilities for which there are inputs other than quoted prices that are
  observable for the asset or liability such as quoted prices for similar assets
  or liabilities in active markets; quoted prices for identical assets or
  liabilities in markets with insufficient volume or infrequent transactions (less
  active markets); or model-derived valuations in which significant inputs are
  observable or can be derived principally from, or corroborated by, observable
  market data.

Level 3

Level 3 applies to assets or
  liabilities for which there are unobservable inputs to the valuation methodology
  that are significant to the measurement of the fair value of the assets or
  liabilities.

The Companys financial instruments
  consist principally of cash, accounts payable and accrued liabilities. Pursuant
  to ASC 820, the fair value of cash is determined based on Level 1 inputs,
  which consist of quoted prices in active markets for identical assets. The
  recorded values of all other financial instruments approximate their current
  fair values because of their nature and respective maturity dates or
  durations.

The Company maintains its cash in high
  credit quality financial institutions. The carrying amount of cash represents
  the maximum credit exposure.

The Company is exposed to fluctuations
  in foreign currency through its operations in Mexico. The Company monitors this
  exposure, but does not use derivative instruments to hedge exposure to foreign
  exchange rate risk.

| | m) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | In June 2009, the FASB issued guidance now codified as
      FASB ASC Topic 105, Generally Accepted Accounting Principles as the
      single source of authoritative accounting principles recognized by the
      FASB to be applied by nongovernmental entities in the preparation of
      financial statements in conformity with US GAAP, aside from those issued
      by the SEC. ASC 105 does not change current US GAAP, but is intended to
      simplify user access to all authoritative US GAAP by providing all
      authoritative literature related to a particular topic in one place. The
      adoption of ASC 105 did not have a material impact on the Companys
      consolidated financial statements, but did eliminate all references to
      pre-codification standards.

F-9

---

|TRIMEX EXPLORATION INC.                       
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|Periods Ended June 30, 2009 and 2008          
|(Expressed in U.S. dollars)                   

|2. | Summary of Significant Accounting Policies
      (continued)                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                           
|   | m)                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                           
|   | n)                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                           
|3. | Mineral Properties                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                           
|   | On June 2, 2008, the Company acquired a 100% interest in
      a mineral claim located in Sinaloa, Mexico for $20,000. As at June 30,
      2008, the Company wrote off the mineral property acquisition costs of
      $20,000 due to the uncertainty of establishing proven and probable
      reserves.
|   |                                                                                                                                                                                                                                                                                                           
|4. | Common Stock                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                           
|5. | Income Taxes                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                           
|   | The Company has net operating losses carried forward of
      $108,995 available to offset taxable income in future years which expires
      beginning in fiscal 2028.                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                           
|   | The Company is subject to United States federal and state
      income taxes at an approximate rate of 34%. The reconciliation of the
      provision for income taxes at the United States federal statutory rate
      compared to the Companys income tax expense as reported is as
      follows:    

| |                                       |  | 2009    |   |  | 2008    |  
| | ------------------------------------- |  | ------- | - |  | ------- | -
| |                                       |  | $       |   |  | $       |  
| | Income tax recovery at statutory rate |  | (31,369 | ) |  | (15,230 | )
| | Valuation
      allowance change      |  | 31,369  |   |  | 15,230  |  
| | Provision for income taxes            |  |        |   |  |        |  

F-10

---

|TRIMEX EXPLORATION INC.                       
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|Periods Ended June 30, 2009 and 2008          
|(Expressed in U.S. dollars)                   

|5. | Income Taxes (continued)                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                
|   | The significant components of deferred income tax assets
      and liabilities at June 30, 2009 and 2008, are as
      follows:

| |                                            |  | 2009    |   |  | 2008    |  
| | ------------------------------------------ |  | ------- | - |  | ------- | -
| |                                            |  | $       |   |  | $       |  
| | Mineral property costs                     |  | 9,540   |   |  | 6,800   |  
| | Net operating
      losses carried forward |  | 37,059  |   |  | 8,430   |  
| | Gross deferred income tax assets           |  | 46,599  |   |  | 15,230  |  
| | Valuation
      allowance                  |  | (46,599 | ) |  | (15,230 | )
| | Net deferred income tax asset              |  |        |   |  |        |  

|   | The Company is in arrears on filing its statutory income
      tax returns and it therefore has estimated the expected amount of loss
      carryforwards available once the outstanding returns are filed. The
      Company expects to have net operating loss carryforwards for income tax
      purposes available to offset future taxable income. In addition, the
      Company may be subject to penalties and interest for failure to file these
      returns and related schedules.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On September 11, 2010, the Company effected a 10 for 1
      reverse split of its issued and outstanding shares of common stock with no
      change in par value. All share amounts of the Company have been
      retroactively adjusted for all periods presented.                                                                                                                                                                                                                         

F-11

---

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

Effective September 1, 2009, we dismissed Moore &
Associates, Chartered Accountants and Advisors (Moore) as our independent
principal accountant upon being informed that on August 27, 2009 the Public
Company Accounting Oversight Board (PCAOB) had revoked the registration of
Moore because of violations of: PCAOB rules and auditing standards in auditing
financial statements, PCAOB rules and quality control standards, Section 10(b)
of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and
non-cooperation with an investigation. Effective October 25, 2009, our board of
directors decided to engage the accounting firm of Saturna Group Chartered
Accountants LLP (the Saturna Group), as our new independent principal
accountant. The decision to dismiss Moore and to appoint Saturna Group was
recommended by our board of directors, which acts as our audit committee.

Moores report on our financial statements for the period from
inception on January 16, 2008 to June 30, 2008 did not contain an adverse
opinion or disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles, except that the our audited
financial statements contained in our Registration Statement on Form S-1 for the
period from inception on January 16, 2008 to June 30, 2008 (the Registration
Statement) included a going concern qualification in the our audited financial
statements.

During the our two most recent fiscal years and the subsequent
interim periods thereto, there were no disagreements with Moore whether or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
Moores satisfaction, would have caused Moore to make reference to the subject
matter of the disagreement in connection with its report on our financial
statements. During our two most recent fiscal years, and in the subsequent
interim periods through the date of dismissal of Moore, there were no reportable
events (as described in Item 304(a)(1)(v) of Regulation S-K) with Moore.

On October 25, 2009, we engaged Saturna Group as our
independent accountant. During the two most recent fiscal years and the
subsequent interim periods through the date of appointment, we have not
consulted with Saturna Group regarding either the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on our financial statements, nor has
Saturna Group provided to us a written report or oral advice that Saturna Group
concluded was an important factor considered by us in reaching a decision as to
the accounting, auditing or financial reporting issue. In addition, during such
periods, we have not consulted with Saturna Group regarding any matter that was
either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and the
related instructions) or a reportable event (as described in Item 304(a)(1)(v)
of Regulation S-K).

ITEM 9A(T). CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Exchange Act, our principal executive officer and our principal financial
officer evaluated our companys disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the
period covered by this annual report on Form 10-K. Based on this evaluation,
these officers concluded that as of the end of the period covered by this annual
report on Form 10-K, these disclosure controls and procedures were not effective
to ensure that the information required to be disclosed by our company in
reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities Exchange Commission and include controls and procedures
designed to ensure that such information is accumulated and communicated to our
companys management, including our companys principal executive officer and
our principal financial officer, to allow timely decisions regarding required
disclosure. The conclusion that our disclosure controls and procedures were not
effective was due to the presence of material weaknesses in internal control
over financial reporting as identified below under the heading Managements
Report on Internal Control Over Financial Reporting. Management anticipates
that such disclosure controls and procedures will not be effective until the
material weaknesses are remediated. Our company intends to remediate the
material weaknesses as set out below.

-24-

---

Managements Report on Internal Control Over Financial
Reporting

Our companys management is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our
companys internal control over financial reporting is designed to provide
reasonable assurance, not absolute assurance, regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles in the
United States of America. Internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our companys assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles in the
United States of America, and that our companys receipts and expenditures are
being made only in accordance with authorizations of our management and
directors; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. In addition,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions
and that the degree of compliance with the policies or procedures may
deteriorate.

Our principal executive officer and our principal financial
officer conducted an evaluation of the design and operation of our internal
control over financial reporting as of June 30, 2009 based on the criteria set
forth in Internal Control  Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. This evaluation included
review of the documentation of controls, evaluation of the design effectiveness
of controls, testing of the operating effectiveness of controls and a conclusion
on this evaluation.

Based on this evaluation, our management concluded our internal
control over financial reporting was not effective as at June 30, 2009

More specifically, our management has identified the following
weaknesses:

- We do not have any independent directors acting in an oversight role which
  increases the risk of management override;
- Our board of directors does not exercise oversight over financial
  reporting;
- Our small number of employees does not permit segregation of duties; and
- Our securities filings are not filed timely.

We are addressing these weaknesses as described below under the
section heading Changes in Internal Control Over Financial Reporting.

Changes in Internal Controls over Financial Reporting

During the period covered by this annual report on Form 10-K,
we have not been able to remediate the material weaknesses identified above. We
plan to implement changes in internal control over financial reporting during
our fiscal year ending June 30, 2011 in order to mitigate existing weaknesses.

ITEM 9B. OTHER INFORMATION.

None.

-25-

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

|Name           | Age | Position                                                   
|-------------- | --- | -----------------------------------------------------------
|Aaron Ui       | 28  | President, Chief Executive Officer, and Director           
|Michael Addams | 29  | Chief Financial Officer, Secretary, Treasurer, and
Director

Summary Background of Executive Officers and
Directors

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each persons principal occupation during the period, and the
name and principal business of the organization by which he was employed.

Aaron Ui  President, Chief Executive Officer, and
Director

Aaron Ui has been our president, chief executive officer, and
director since our incorporation on January 16, 2008. Mr. Ui is a certified
financial planner and a member of the Financial Planner Standards Council of
Canada. Mr. Ui currently serves as a certified financial planner for CF Canada
Financial Group, which he joined in 2001. Mr. Ui was president, chief executive
officer, principal executive officer, and director of Mar Ked Mineral
Exploration Inc. from August 22, 2006 to November 14, 2007. Mr. Ui devotes
approximately 15% of his working time to our company.

We believe Mr. Ui is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from working for our company as described above, in
addition to his education and business experiences as described above.

Michael Addams  Chief Financial Officer, Secretary,
Treasurer, and Director

Mr. Addams has been our chief financial officer, secretary,
treasurer, and director since our incorporation on January 16, 2008. Mr. Addams
holds a Bachelor of Science in Business Management and is a registered mortgage
broker in good standing in both British Columbia and Alberta, Mr. Addams
currently serves as the Western Canadian Sales Manager for Home N Work
Mortgages. Mr. Addams has been in the mortgage finance industry since 2003 in
the capacity of procuring investment monies for private mortgages, brokering
mortgages, and managing an office. Mr. Addams devotes approximately 15% of his
working time to our company.

We believe Mr. Addams is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from working for our company as described above, in
addition to his education and business experiences as described above.

Term of Office

The directors serve until their successors are elected by the
shareholders. Vacancies on the board of directors may be filled by appointment
of the majority of the continuing directors. The executive officers serve at the
discretion of the board of directors.

Family Relationships

There are no family relationships amongst are directors and
officers.

Significant Employees

We have no significant employees other than the directors and
officers described above.

-26-

---

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in
any of the following events during the past ten years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities;                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 5. | being the subject of, or a party to, any federal or state
      judicial or administrative order, judgment, decree, or finding, not
      subsequently reversed, suspended or vacated, relating to an alleged
      violation of: (i) any federal or state securities or commodities law or
      regulation; or (ii) any law or regulation respecting financial
      institutions or insurance companies including, but not limited to, a
      temporary or permanent injunction, order of disgorgement or restitution,
      civil money penalty or temporary or permanent cease- and-desist order, or
      removal or prohibition order; or (iii) any law or regulation prohibiting
      mail or wire fraud or fraud in connection with any business entity;
    or
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 6. | being the subject of, or a party to, any sanction or
      order, not subsequently reversed, suspended or vacated, of any
      self-regulatory organization (as defined in Section 3(a)(26) of the
      Securities Exchange Act of 1934), any registered entity (as defined in
      Section 1(a)(29) of the Commodity Exchange Act), or any equivalent
      exchange, association, entity or organization that has disciplinary
      authority over its members or persons associated with a
  member.                                                                                                                                                                                                                                                               

Audit Committee

Our audit committee is composed of our directors and officers,
Aaron Ui and Michael Addams.

Audit Committee Financial Expert

Our board of directors has determined that it does not have an
audit committee member that qualifies as an audit committee financial expert
as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit
committee members are collectively capable of analyzing and evaluating our
financial statements and understanding internal controls and procedures for
financial reporting. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development and the fact that we have not generated revenues
to date.

Nomination Procedures For Appointment of Directors

Our company does not have any defined policy or procedural
requirements for shareholders to submit recommendations or nominations for
directors. The board of directors believes that, given the stage of our
development, a specific nominating policy would be premature and of little
assistance until our business operations develop to a more advanced level. Our
company does not currently have any specific or minimum criteria for the
election of nominees to the board of directors and we do not have any specific
process or procedure for evaluating such nominees. The board of directors will
assess all candidates, whether submitted by management or shareholders, and make
recommendations for election or appointment.

A shareholder who wishes to communicate with our board of
directors may do so by directing a written request addressed to our president at
the address appearing on the first page of this annual report.

-27-

---

As of June 30, 2009, we did not effect any material changes to the
procedures by which our stockholders may recommend nominees to our board of
directors.

Code of Ethics

We adopted a Code of Ethics applicable to all of our directors,
officers, employees and consultants, which is a code of ethics as defined by
applicable rules of the SEC. Our Code of Ethics is filed as an exhibit with this
annual report. If we make any amendments to our Code of Ethics other than
technical, administrative, or other non-substantive amendments, or grant any
waivers, including implicit waivers, from a provision of our Code of Ethics to
our chief executive officer, chief financial officer, or certain other finance
executives, we will disclose the nature of the amendment or waiver, its
effective date and to whom it applies in a Current Report on Form 8-K filed with
the SEC.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Exchange Act requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the SEC initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their
ownership of our common stock and other equity securities, on Forms 3, 4 and 5
respectively. Executive officers, directors and greater than 10% shareholders
are required by the SEC regulations to furnish us with copies of all Section
16(a) reports that they file.

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that all filing requirements applicable to our officers, directors and greater
than ten percent beneficial owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the year ended June 30, 2009; and
- up to two additional individuals for whom disclosure would have been
  provided under (b) but for the fact that the individual was not serving as our
  executive officer at the end of the most recently completed financial year,

who we will collectively refer to as the named executive
officers, for our years ended June 30, 2009 and June 30, 2008, are set out in
the following summary compensation table:

|SUMMARY COMPENSATION TABLE                                               
|-------------------------------------------------------------------------
|Name and Principal
      Position                                        
|Aaron Ui President and Chief Executive
      Officer(1)                  
|Michael Addams, Chief Financial Officer, Secretary
      and Treasurer(2)

|(1) | Aaron Ui was appointed as our president and
      chief executive officer on January 16, 2008.                 
|--- | ---------------------------------------------------------------------------------------------------------------
|    |                                                                                                                
|(2) | Michael Addams was appointed as our chief
      financial officer, secretary and treasurer on January 16, 2008.

-28-

---

Employment Contracts

We have not entered into any employment agreement or consulting
agreements with our directors and executive officers.

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors from time to time. We have
no plans or arrangements in respect of remuneration received or that may be
received by our executive officers to compensate such officers in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control.

Outstanding Equity Awards at Fiscal Year-End

We have no equity compensation plans outstanding.

Aggregated Options Exercised

There were no stock options exercised during the year ended
June 30, 2009.

Long-Term Incentive Plan

Our company does not have a long-term incentive plan in favor
of any director, officer, consultant or employee of our company.

Director Compensation

No director received and/or accrued any compensation for his
services as a director during the year ended June 30, 2009. We have no formal
plan for compensating our directors for their services in their capacity as
directors. Directors are entitled to reimbursement for reasonable travel and
other out-of-pocket expenses incurred in connection with attendance at meetings
of our board of directors. Our board of directors may award special remuneration
to any director undertaking any special services on our behalf other than
services ordinarily required of a director

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide
retirement or similar benefits for our directors or executive officers.

Resignation, Retirement, Other Termination, or Change in
Control Arrangements

We have no contract, agreement, plan or arrangement, whether
written or unwritten, that provides for payments to our directors or executive
officers at, following, or in connection with the resignation, retirement or
other termination of our directors or executive officers, or a change in control
of our company or a change in our directors or executive officers
responsibilities following a change in control.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners

As of December 22, 2010, there were 450,000 shares of our common
stock outstanding. The following table sets forth certain information known to
us with respect to the beneficial ownership of our common stock as of that date
by (i) each of our directors, (ii) each of our executive
officers, and (iii) all of our directors and executive officers as a group.
Except as set forth in the table below, there is no person known to us who
beneficially owns more than 5% of our common stock.

-29-

---

|Title of Class          | Name and Address                                                                                        | Number of Shares       | Percentage of Class
|----------------------- | ------------------------------------------------------------------------------------------------------- | ---------------------- | -------------------
|Directors and Officers: | of Beneficial Owner                                                                                     | Beneficially Owned (1) | (2)                
|                        |                                                                                                         |                        |                    
|Common Stock            | Aaron Ui 2200  1177 West
      Hastings Street, Vancouver, British Columbia V6E 2K3 Canada             | 150,000                | 33.33%             
|                        |                                                                                                         |                        |                    
|Common Stock            | Michael Addams 2200  1177
      West Hastings Street, Vancouver, British Columbia V6E 2K3
      Canada | 150,000                | 33.33%             
|                        |                                                                                                         |                        |                    
|Common Stock            | Directors and Officers as a
      group (two)                                                           | 300,000                | 66.66%             
|                        |                                                                                                         |                        |                    
|Major Shareholders:     |                                                                                                         |                        |                    
|                        |                                                                                                         |                        |                    
|Common Stock            | Aaron Ui 2200  1177 West
      Hastings Street, Vancouver, British Columbia V6E 2K3 Canada             | 150,000                | 33.33%             
|                        |                                                                                                         |                        |                    
|Common Stock            | Michael Addams 2200  1177
      West Hastings Street, Vancouver, British Columbia V6E 2K3
      Canada | 150,000                | 33.33%             

|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | The percentage of class is based on 450,000 shares of
      common stock issued and outstanding as of December 22,
  2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Changes in Control

We are unaware of any contract, or other arrangement or
provision of our articles of incorporation or bylaws, the operation of which may
at a subsequent date result in a change of control of our company.

Securities Authorized for Issuance Under Equity Compensation
Plans

We have no equity compensation plans outstanding.

-30-

---

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

Transactions with Related Persons

Other than as set out below, we have not been a party to any
transaction, proposed transaction, or series of transactions during the last two
years in which the amount involved exceeded the lesser of $120,000 or one
percent of the average of our total assets at year end for the last two
completed fiscal years, and in which, to our knowledge, any of the following
persons had, or is to have, a direct or indirect material interest: a director
or executive officer of our company; a nominee for election as a director of our
company; a beneficial owner of more than five percent of the outstanding shares
of our common stock; or any member of the immediate family of any such
person.

On January 16, 2008, we issued 1,500,000 (pre 10:1 reverse)
split shares of our common stock to Aaron Ui, our president, chief executive
officer, and director at a price of $0.01 per share for gross proceeds of
$15,000. On the same day, we issued 1,500,000 (pre 10:1 reverse split) shares of
our common stock to Michael Addams, our chief financial officer, secretary,
treasurer, and director at a price of $0.01 per share for gross proceeds of
$15,000.

Director Independence

Under NASDAQ rule 4200(a)(15), a director is not considered to
be independent if he or she is also an executive officer or employee of the
corporation. Mr. Aaron Ui is our chief executive officer and president and a
director of our company and Mr. Michael Addams is our chief financial officer,
secretary and treasurer and a director of our company. As a result, we do not
have any independent directors.

As a result of our limited operating history and limited
resources, our management believes that we will have difficulty in attracting
independent directors. In addition, we would be likely be required to obtain
directors and officers insurance coverage in order to attract and retain
independent directors. our management believes that the costs associated with
maintaining such insurance is prohibitive at this time.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees

The aggregate fees billed for the two most recently completed
fiscal periods ended June 30, 2009 and June 30, 2008 for professional services
rendered by Saturna Group Chartered Accountants LLP for the audit of our annual
consolidated financial statements, quarterly reviews of our interim consolidated
financial statements and services normally provided by the independent
accountant in connection with statutory and regulatory filings or engagements
for these fiscal periods were as follows:

|                   | Year Ended June
    30, 2009 | Year Ended June
    30, 2008
|------------------ | ---------------------------- | ----------------------------
|Audit Fees         | 3,250                        | 3,250                       
|Audit Related Fees | nil                          | nil                         
|Tax Fees           | nil                          | nil                         
|All Other Fees     | nil                          | nil                         
|Total              | 3,250                        | 3,250                       

In the above table, audit fees are fees billed by our
companys external auditor for services provided in auditing our companys
annual financial statements for the subject year along with reviews of interim
quarterly financial statements. Audit-related fees are fees not included in
audit fees that are billed by the auditor for assurance and related services
that are reasonably related to the performance of the audit review of our
companys financial statements. Tax fees are fees billed by the auditor for
professional services rendered for tax compliance, tax advice and tax planning.
All other fees are fees billed by the auditor for products and services not
included in the foregoing categories.

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Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

The board of directors has considered the nature and amount of
fees billed by Saturna Group Chartered Accountants LLP and believes that the
provision of services for activities unrelated to the audit is compatible with
maintaining Saturna Group Chartered Accountants LLP.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

|Exhibit |                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                   
|3.1     | Articles of Incorporation
      (1)                                                                                                           
|3.2     | Amended and Restated Bylaws (1)                                                                                                               
|4.1     | Specimen Stock Certificate
      (1)                                                                                                          
|10.1    | Subscription Agreement dated January 16, 2008
      with Aaron Ui (1)                                                                         
|10.2    | Subscription Agreement dated
      January 16, 2008 with Michael Addams (1)                                                                   
|10.3    | Form of Subscription Agreement used in the
      private placement that closed on July 16, 2008 between our company and 36
      investors (1)
|10.4    | Consulting Services Agreement
    dated January 1, 2008 between our company and Ezra Jimenez (1)                                              
|10.5    | Contract for Consulting Services dated June 1,
    2008 between our company and Foremost Geological Consulting (1)                            
|10.6    | Cession Mining Rights Agreement
      dated June 2, 2008 between Trimex Exploracion S.A. de C.V. and Minera
      Canvista S.A. de C.V. (1)   
|14.1*   | Code of Ethics                                                                                                                                
|31.1*   | CEO Section 302 Certification
      under Sarbanes-Oxley Act of 2002 for Aaron Ui                                                             
|31.2*   | CFO Section 302 Certification under
      Sarbanes-Oxley Act of 2002 for Michael Addams                                                       
|32.1*   | CEO Section 906 Certifications
      under Sarbanes-Oxley Act of 2002 for Aaron Ui                                                            
|32.2*   | CFO Section 906 Certifications under
      Sarbanes-Oxley Act of 2002 for Michael Addams                                                      

|*   | Filed herewith                                                                                
|--- | ----------------------------------------------------------------------------------------------
|    |                                                                                               
|(1) | Filed as an exhibit to our Registration Statement on Form
      S-1, filed September 23, 2008.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

TRIMEX EXPLORATION INC.

|/s/ Aaron
      Ui                                                   | 
|-------------------------------------------------------------------- | 
|By: Aaron Ui                                                         | 
|President, Chief Executive Officer, and Director                     | 
|(Principal Executive Officer)                                        | 
|Dated: December 22, 2010                                             | 
|                                                                     | 
|                                                                     | 
|                                                                     | 
|/s/ Michael
      Addams                                             | 
|By: Michael Addams                                                   | 
|Chief Financial Officer, Secretary, Treasurer, and Director          | 
|(Principal Financial Officer and Principal Accounting
      Officer) | 
|Dated: December 22, 2010                                             | 

In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|/s/ Aaron
      Ui                                                   | 
|-------------------------------------------------------------------- | 
|By: Aaron Ui                                                         | 
|President, Chief Executive Officer, and Director                     | 
|(Principal Executive Officer)                                        | 
|Dated: December 22, 2010                                             | 
|                                                                     | 
|                                                                     | 
|                                                                     | 
|/s/ Michael
      Addams                                             | 
|By: Michael Addams                                                   | 
|Chief Financial Officer, Secretary, Treasurer, and Director          | 
|(Principal Financial Officer and Principal Accounting
      Officer) | 
|Dated: December 22, 2010                                             | 

-33-

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