THE
SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE
STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED
(WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE OPINION OF ITS COUNSEL
OR SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE CORPORATION, TO THE EFFECT THAT
ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.


 


PETROSONIC
ENERGY, INC.


 


A Nevada Corporation


 


UNSECURED
CONVERTIBLE DEBENTURE


 


June 6, 2012


 


BEARING
MINERAL EXPLORATION, INC, a Nevada corporation (the "Corporation"), is indebted and, for value received, promises
to pay to or to the order of Westlake Advisors Corp. together with any successor thereto and any other person who becomes
a holder of this Debenture, (“Holder”), on demand but no later than June 6, 2013 (the "Due
Date"), upon presentation of this Debenture, Fifty Thousand Canadian Dollars (CDN$50,000.00) (the
"Principal Amount"). Interest shall accrue on the outstanding Principal Amount at the rate of ten percent (10%) per
annum. Interest shall be calculated on the basis of a year of three hundred sixty five (365) days applied to the actual days
on which there exists an unpaid balance under this Note.


 


The Corporation covenants,
promises and agrees as follows:


 


1.           Covenants
of the Corporation


 


The Corporation hereby
covenants and agrees with Holder that so long as any of the Principal Amount or any interest remains unpaid:


 


1.1           To
pay indebtedness. The Corporation will duly and punctually pay or cause to be paid to Holder all indebtedness due hereunder
at the dates and places, in the currencies and in the manner mentioned herein.


 


1.2           To
maintain existence. The Corporation will at all times maintain its corporate existence.


 


1.3           To
carry on its business. The Corporation will carry on its business in a proper and efficient manner, and will keep or cause
to be kept proper books of account and make or cause to be made therein true and faithful entries of all material dealings and
transactions in relation to its business and will make available or cause to be made available such books of account for inspection
by Holder and its representatives during normal business hours.


 




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1.4           To
pay taxes. The Corporation will pay or cause to be paid all taxes, rates, government fees and dues levied, assessed or imposed
upon it and upon its property or any part thereof, as and when the same become due and payable, save and except when and so long
as the validity of any such taxes, rates, fees, dues, levies, assessments or imposts is in good faith by proper legal proceedings
contested by it in which event it shall satisfy the Holder and if requested by the Holder furnish security satisfactory to the
Holder that such contestation will involve no forfeiture of any of its property and to duly observe and conform to all valid and
material requirements of any governmental authority relative to any of its property and all covenants, terms and conditions upon
or under which such property is held provided, however, that nothing herein contained shall require it to observe any such requirements
so long as it shall, in good faith, be contesting its obligation to observe such requirements.


 


1.5           Not
to Amend Articles or By-Laws. The Corporation shall not without the Holder's prior written consent, amend or restate its articles
of incorporation nor amend, repeal, replace or restate any of its by-laws or any unanimous shareholders agreement relating to it.


 


1.6           To
perform obligations and to renew. The Corporation will from time to time punctually observe and perform all material obligations
and pay and discharge all amounts payable under or by virtue of, and defend, and ensure the enforceability of any exclusive rights
to, any patent, trademark, lease, license, concession, franchise or right held by it so long as the same is of commercial value
to it and during such time will not suffer or permit any default for which any of the same may be terminated so that its interest
therein may at all times be preserved as unimpaired; provided however that nothing herein contained shall require the Corporation
to make any such payments so long as it shall in good faith contest its liability therefor.


 


1.7           Not
to Sell Assets, Issue Options, Mergers, Etc. The Corporation shall not:


 


(a)          sell,
lease or otherwise transfer the undertaking, property and assets of any of its operating divisions or subsidiaries as an entirety
or substantially as an entirety in one or more transactions, or, sell, lease or otherwise dispose of its undertaking, property
and assets as an entirety in one or more transactions;


 


(b)           issue
any equity securities of the type; or


 


(c)           amalgamate
or merge with any other corporation or effect any corporate reorganization;


 


without the prior written
consent of the Holder.


 


1.8           To
repair. The Corporation will, and will cause each of the Subsidiaries to, at all times, repair and keep in repair and good
order and condition, or cause to be so repaired and kept in repair and good order and condition, all buildings, erections, machinery,
plant and equipment used in or in connection with its business which are necessary for efficient operation up to a modern standard
of usage, and renew and replace or cause to be renewed and replaced all and any of the same which may become worn, dilapidated,
unserviceable, inconvenient, obsolete or destroyed, even by a fortuitous event, fire or other cause, and which are necessary for
efficient operation, and, at all reasonable times during normal business hours allow the Holder or its duly authorized agent access
to its premises in order to view the state and condition of the same.


 


1.9           To
insure.


 


(a)           Property
Cover - The Corporation will, and will cause each of the Subsidiaries to, insure at its own expense the assets of the Corporation
or such Subsidiary at all times during the term hereof to an amount equal to the replacement value thereof with a company or companies
that are nationally known or are approved by the Holder, against loss or damage by fire, lightning, explosion, windstorm, aircraft
or vehicles or other insurable hazards which are now or may hereafter from time to time be insured against by the terms of a standard
fire extended coverage insurance or additional perils supplemental contract of insurance including, if applicable, boiler and pressure
vessel insurance against loss or damage to property of a class or kind similar to the property and assets of the Corporation. The
Corporation shall, and will cause each of the Subsidiaries to, also maintain such other insurance policies as the Holder shall
reasonably require in connection with the Corporation and its business including, without restriction, business interruption insurance
and liability insurance.


 




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(b)           Renewal
Receipt - The Corporation shall, 15 days prior to the expiry of any insurance policy required hereby, deliver or cause to be
delivered to the Holder a renewal receipt, binder or new policy, or otherwise satisfy the Holder that such insurance has been renewed.


 


1.10         Compliance
With Laws. The Corporation shall carry on its business in compliance with all applicable laws, regulations, by-laws and orders
including, without limitation, all laws relating to environment protection, the maintenance and disposal of hazardous materials
and wastes, land use and occupational safety and health. The Corporation shall give notice to the Holder of any notice received
by it or any Subsidiary of any violation of such laws, regulations, by-laws or orders of any impending or threatened investigations
or proceedings in connection therewith or of any proceedings commenced or threatened by any other person in connection with environmental,
health or safety matters.


 


1.11         Not
to Permit Encumbrances. The Corporation shall not create or permit to exist any security interest, mortgage, charge, pledge,
lien or other encumbrance upon its assets.


 


1.12         Not
to Incur Indebtedness for Borrowed Money; Non-Equity Securities. The Corporation shall not incur, guarantee or otherwise become
liable in respect of, any indebtedness for borrowed money or issue any class of shares or other securities, subsequent to the date
hereof without the prior written consent of the Holder.


 


1.13         To
Pay Expenses. The Corporation shall pay all costs, charges and expenses (including legal fees and disbursements) of or incurred
by the Holder and Holder in connection with this Debenture, and any other security documents delivered after the date hereof to
the Holder, and all ancillary documents or the enforcement hereof and of such security.


 


1.14         Reporting
Requirements.       Corporation shall provide and deliver the following financial statements and other reports to the Holder:


 


(a)           Balance
Sheet and Income Statement. Within 60 days after the last day of each fiscal quarter of Corporation, a copy of Corporation's
consolidated balance sheet and income statement prepared by Corporation as of the end of and for such quarter and certified by
Corporation to be true and correct and to have been prepared in accordance with generally accepted accounting principles that are
consistent with those previously applied in Corporation's most recent financial statement.


 


(b)           Financial
Statements. Upon preparation, but in any event within 90 days after the last day of each fiscal year of the Corporation, the
financial statements of the Corporation as of the end of and for such fiscal year setting forth in comparative form the correspondence
figures of the financial statements showing the balance sheet, the income statement and the source and application of funds statement
as of the end of the preceding fiscal year, all in reasonable detail and certified by a firm of independent certified public accountants
acceptable to Holder.


 


(c)           Additional
Information. Such further information as may reasonably be necessary or as Holder may reasonably request to determine whether
the Corporation is complying with its obligations under this Agreement, and the security documents, or to determine the financial
condition of the Corporation.


 




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1.15         Holder
Entitled to Perform Covenants.  If the Corporation shall fail to perform any covenant on its part herein contained, the
Holder may, in its discretion, perform any such covenant capable of being performed by it and, if any such covenant requires the
payment or expenditure of money, the Holder may make payments or expenditures with its own funds, or with money borrowed by or
advanced to it for such purposes, but shall be under no obligation so to do; and all sums so expended or advanced shall be at once
payable by the Corporation on demand and shall bear interest at the annual rate of fifteen percent (15%) until paid, and shall
be payable out of any funds coming into the possession of the Holder in priority to the other indebtedness hereunder, but no such
performance or payment shall be deemed to relieve the Corporation from any default hereunder nor shall the right of the Holder
under this subsection impose any obligation upon the Holder to perform any covenant of the Corporation.


 


2.           Conversion


 


2.1           Conversion
at the Demand of the Holder. Upon and subject to the conditions contained herein, the Holder shall have the right at any time
up to and including June 6, 2013, and whether or not a Default Event has occurred, to convert all or a portion of the Principal
Amount into fully paid and non-assessable common shares of the Corporation (“Shares”) at a conversion rate equal to
the price of any aggregate financing exceeding Five Hundred Thousand US Dollars less a discount of 25% per share.


 


2.2           Registration
and Legends. This Note and the shares issuable upon conversion of this Note have not been registered under the Act. Upon conversion,
in whole or in part, of this Note, the certificates representing the shares shall bear the following legend:


 


 


THIS SECURITY
HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”) OR THE SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF FEDERAL AND STATE
SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF THIS
SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO
ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION HAS BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE
STATE SECURITIES LAWS, OR (B) THE ISSUER HAS FIRST RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION
OR APPROVAL IS NOT REQUIRED.


 


The Corporation undertakes
to piggyback this Note and any shares issued upon conversion of this Note into any Registration Statement it files during the term
of this Debenture.


 


2.3           Procedure
for Conversion. If the Holder desires to convert all or part of this Debenture into Shares, the Holder shall deliver a written
notice to the Corporation exercising the right to convert together with this Debenture. Upon deliver of such notice and Debenture,
the Holder shall be deemed, for all purposes, to be the holder of record of such number of fully paid and non-assessable Shares
in which this Debenture may be converted pursuant to such notice provided. The Holder shall be entitled to delivery by the Corporation
of a certificate or certificates representing such Shares promptly after the exercise of such right of conversion. The Corporation
shall also deliver to the Holder a duly endorsed Debenture to reflect partial payment if the conversion related to part of the
Principal Amount.


 




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2.4           Reservation
of Shares. So long as this Debenture is outstanding, the Corporation shall reserve and conditionally allot against the conversion
rights conferred to the Holder by this Debenture, a sufficient number of common shares of the Corporation to enable this Debenture
to be converted at the rate provided herein.


 


2.5           Anti-Dilution
Provision. The number of shares to be issued to the Holder hereunder will be adjusted proportionally in the event that the
Corporation (i) subdivides or re-divides the outstanding and issued common shares into a greater number of shares, or (ii) issue
shares or securities convertible into share to the holders of all or substantially all of the outstanding and issued shares by
way of a stock dividend. It is specifically agreed that in the event that the Corporation consolidates the outstanding and issued
common shares into a smaller number of shares, the conversion rate (as described in Section 2.1) in effect at such time shall not
be changed.


 


3.           Default


 


3.1           Default
Events. The entire unpaid and unredeemed balance of the Principal Amount and Default Interest accrued and unpaid on this Debenture
shall, at the election of the Holder, be and become immediately due and payable, and any and all other security documents held
by the Holder shall become immediately enforceable, upon the occurrence of any of the following events (a "Default Event"):


 


(a)           the
non-payment by the Corporation when due of principal and interest or of any other payment as provided in this Debenture or with
respect to any other indebtedness owed by the Corporation;


 


(b)           default
by the Corporation in the performance of or compliance with any term in any of Sections 1, or any provision of the Debenture Purchase
Agreement;


 


(c)           default
by the Corporation in the performance of or compliance with any other term or provision of this Debenture, where such default is
not remedied within thirty (30) days after the Holder gives the Corporation written notice thereof; or


 


(d)           the
Corporation (i) applies for or consents to the appointment of, or if there shall be a taking of possession by, a receiver, custodian,
trustee or liquidator for the Corporation or any of its property; (ii) becomes generally unable to pay its debts as they become
due; (iii) makes a general assignment for the benefit of creditors or becomes insolvent; (iv) files or is served with any petition
for relief under the Bankruptcy Code or any similar federal or state statute; (v) has any judgment entered against it in excess
of $100,000 in any one instance or in the aggregate during any consecutive 12 month period or has any attachment or levy made to
or against any of its property or assets; (vi) defaults with respect to any evidence of indebtedness or liability for borrowed
money, or any such indebtedness shall not be paid as and when due and payable; or (vii) has assessed or imposed against it, or
if there shall exist, any general or specific lien for any federal, state or local taxes or charges against any of its property
or assets.


 


3.2           Payment
of Prior Ranking Indebtedness. Upon the occurrence of a Default Event, in addition to (and not in substitution for, exclusive
of nor dependent on) any other remedies contained herein, or in any existing or future security document granted by the Corporation
to the Holder, and to all other remedies existing at law or in equity or by statute, the Holder, shall be permitted to make payments
to parties having prior charges or encumbrances on properties owned by the Company or on properties on which the Company may hold
charges or encumbrances, and the full amount of such payments shall be due and payable upon demand by the Holder, and shall be
added to and shall form part of the Principal Amount of this Debenture, on which interest shall accrue and be payable as hereinbefore
provided, and in respect of which the Security shall secure the due and prompt repayment thereof.


 




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3.3           Remedies
Cumulative. Each right, power or remedy of the Holder, on behalf of Holder, upon the occurrence of any Default Event as provided
for in this Debenture or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall
be in addition to every other right, power or remedy provided for in this Debenture or now or hereafter existing at law or in equity
or by statute, and the exercise or beginning of the exercise by the holder or transferee hereof of any one or more of such rights,
powers or remedies shall not preclude the simultaneous or later exercise by the Holder, on behalf of Holder, of any or all such
other rights, powers or remedies.


 


4.           General


 


4.1           Failure
to Act and Waiver. No failure or delay by Holder to insist upon the strict performance of any term of this Debenture or to
exercise any right, power or remedy consequent upon a default hereunder shall constitute a waiver of any such term or of any such
breach, or preclude the Holder from exercising any such right, power or remedy at any later time or times. By accepting payment
after the due date of any amount payable under this Debenture, the Holder shall not be deemed to waive the right either to require
payment when due of all other amounts payable under this Debenture, or to declare a default for failure to effect such payment
of any such other amount. The failure of the Holder to give notice of any failure or breach of the Corporation under this Debenture
shall not constitute a waiver of any right or remedy in respect of such continuing failure or breach or any subsequent failure
or breach.


 


4.2           Consent
to Jurisdiction. The Corporation hereby agrees and consents that any action, suit or proceeding arising out of this Debenture
may be brought in any appropriate court in the State of Nevada, including the United States District Court for the District of
Nevada, or in any other court having jurisdiction over the subject matter, all at the sole election of the Holder, and by the issuance
and execution of this Debenture the Corporation irrevocably consents to the jurisdiction of each such court.


 


4.3           Transfer.
This Debenture may only be transferred in accordance with the provisions of Section 7.4 of the Debenture Purchase Agreement and
the requirements set out in the legend on the first page hereof.


 


4.4           Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery
to the party to be notified; (ii) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient,
if not, then on the next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt
requested, postage prepaid; or (iv) one (1) business day after deposit with a nationally recognized overnight courier, special
next day delivery, with verification of receipt. All communications shall be sent:


 


to the Corporation
at:


 


Petrosonic Energy, INC.


57 Valley Woods Way NW


Calgary, AB, T3B 6A5


Canada


 


o the Holder:


 




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or at such other address
as the Company or the Holder may designate by ten (10) days advance written notice to the other parties hereto.


 


4.5           Governing
Law. This Debenture shall be governed by and construed and enforced in accordance with the laws of the State of Nevada without
regard to conflicts of law principles, or, where applicable, the laws of the United States.


 


4.6           (a)  
Investment Intent: Authority. The Holder is acquiring the Debenture and any Shares issuable upon conversion of the Debenture
for investment for the Holder’s own account, and not as nominee or agent for investment and not with a view to or for resale
in connection with any distribution or public offering thereof within the meaning of the Securities Act. The Holder has the
full right, power, authority and capacity to enter into and perform under this Debenture and this Debenture will constitute
a valid and binding obligation upon the Holder.


 


(b)  
Registration of Debenture and Shares. The Holder understands and acknowledges that resale
of the Shares may be restricted indefinitely unless they are subsequently registered under the Securities Act and qualified under
state law or an exemption from such registration and such qualification is available.


 


(c)   
No Transfer. The Holder will not dispose of the Shares, other than in conjunction with an
effective registration statement or applicable exemption from registration under the Securities Act and other than in compliance
with the applicable state securities laws provided (a) it shall have notified the Corporation of the proposed disposition
and shall have furnished the Corporation with a statement of the circumstances surrounding the proposed disposition, and (b) if
requested by the Corporation, it shall have furnished the Corporation with an opinion of counsel satisfactory in form and substance
to the Corporation and the Corporation's counsel to the effect that (x) such disposition will not require registration under
the Securities Act and (y) appropriate action necessary for compliance with the Securities Act and any applicable state, local,
or foreign law has been taken. 


 


(d)  
Accredited Investor. The Holder represents and warrants to, and covenants with, the Corporation
that: (i) the Holder is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act
and the Holder is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect
to investments in securities presenting an investment decision like that involved in the purchase of the Debenture, including investments
in securities issued by the Corporation and investments in comparable companies, and has requested, received, reviewed
and considered all information it deemed relevant in making an informed decision to purchase the Debenture; (ii) the Holder
has carefully read and fully understands the risks involved with an investment in the Corporation including, without limitation,
the risks identified in the Corporation's periodic reports filed with the SEC (the "Exchange Act Documents").


 




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(e)  
Access to Information. The Holder acknowledges that it has had access to the Exchange Act
Documents and has carefully reviewed the same. The Holder further acknowledges that the Corporation has made available
to it the opportunity to ask questions of and receive answers from the Corporation's officers and directors concerning the terms
and conditions of this Debenture and the business and financial condition of the Corporation, and the Holder has received
to its satisfaction, such information about the business and financial condition of the Corporation and the terms and conditions
of the Debenture as it has requested. The Holder has carefully considered the potential risks relating to the Corporation
and a purchase of the Debenture, and fully understands that the Debenture and Shares are speculative investments, which
involve a high degree of risk of loss of the Holder’s entire investment. Among others, the undersigned has carefully considered
each of the risks identified under the caption “Risk Factors” in the Exchange Act Documents.


 


(f)    
Foreign Matters. The Holder acknowledges, represents and agrees that no action has been
or will be taken in any jurisdiction outside the United States by the Corporation that would permit an offering of the Debenture,
or possession or distribution of offering materials in connection with the issuance of the Debenture, in any jurisdiction outside
the United States where legal action by the Corporation for that purpose is required. 


 


(g)  
Compliance with Laws. The Holder will not use any of the Shares to cover any short position
in the Common Stock of the Corporation if doing so would be in violation of applicable securities laws.


 


IN WITNESS WHEREOF,
the Corporation has caused this Debenture to be duly executed under its corporate seal.


 


	WITNESS:	 	Petrosonic Energy, Inc.
	 	 	 	 	 
	 	 	By:	/s/ Art Agolli	 
	 	 	 	Artan Agolli, President	 
	 	 	 	 	 
	 	 	 	 	 
	Print Name of Witness	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Address – Number and Street	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	City, State, Zip Code	 	 	 	 


  



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