THIS AGREEMENT
is made 17th day of May, 2012


 


BETWEEN:


 


TrioResources AG, a Ontario
corporation, (the “Purchaser”)


 


- and -


 


2023682 Ontario Inc. DBA Canamet
Resources and Jeffrey D. Reid,


 


(the “Vendor”)


 


The Purchaser and the
Vendor agree as follows:


 


1. The Purchaser shall
purchase from the Vendor and the Vendor shall sell to the Purchaser, as a going concern, the Vendor’s Assets (the “Assets”)
and all the assets and rights used in carrying on the Business other than cash on hand and in the bank or other similar depository
(the “Purchased Assets”) including:


 


		(a)	Property Parcel 1. PT E 1/2 of N 1/2 Lot 3 CON 4 as in NP 1503 S/T NL 10177 Coleman District of
Temiskaming



 


		(b)	Property Parcel 2. SW 1⁄4 of N 1⁄2 Lot 3 Con 4 as in NP1644 S/T NLT 17839 Coleman District
of Temiskaming



 


		(c)	Real Property Including the Two buildings, Office/locker room, 40 foot Storage Container, Portable
loading ramps



 


		(d)	Inventory of Cobalt/Silver feedstock on the property approximately 4,000 metric tons



 


		(e)	All Equipment including Cat 235B Excavator, 22x13 Jaw Crusher, Vibratory Screeners, 2 Cat Diesel
300 KVA Generators, Gehl Skid Steer 330, Lift Truck, Digital Scale, and High Speed bagging equipment but excluding Mill Equipment.



 


		(f)	Patented Claims 1831 NND and Patented Claim 3694NND.



 



    	 



    	 



    

 


		2	The purchase price payable for the Purchased Assets of $600,000 (the “Purchase Price”)
shall be allocated in accordance with Schedule A and shall be paid as follows:



 


		(i)	cash of $100,000.00 CDN (“Cash”); and



 


		(ii)	a Vendor Note representing $500,000 which shall be automatically convertible into common shares
of the Company upon the completion of a Go-Public Transaction. The convertible price of the shares shall be the average 5 day BID
price of the stock within 30 days of the company going public The Vendor Note shall bear interest at the rate of [3%] per annum
starting 12 months after closing. The interest shall be accrued and be added to the principal of the Vendor Note for the purposes
of determining the number of shares in on a Go-Public Transaction.



 


		3	The transaction shall be completed on 15th day of June, 2012 (the “Closing Date”)
at 12 a.m. at Pickering when the Purchaser shall pay the Cash to the Vendor by negotiable certified cheque or bank draft, subject
to the adjustments provided for herein, against delivery of the documents to be delivered by the Vendor to the Purchaser hereunder
on the Closing Date.



 


		4	Real property taxes, electricity, water, fuel and shall be appropriately adjusted between the Vendor
and the Purchaser as of the Closing Date.



 


		5	The Purchaser shall assume the Vendor’s obligations with respect to liabilities in respect
of which an adjustment is made pursuant to section 4. but shall not assume any other liabilities or obligations of the Vendor.
The Vendor shall indemnify and hold the Purchaser harmless against all loss, costs or damages which the Purchaser may suffer as
a result of the assertion against the Purchaser at any time after the Closing Date by any person, firm or corporation of any failure
or alleged failure of the Vendor to perform or satisfy any of its liabilities or obligations other than those assumed by the Purchaser
hereunder.



 



    	- 2 -



    	 



    

 


		6	On the Closing Date the Vendor shall deliver to the Purchaser:



 


		a.	all conveyances, bills of sale, transfers, assignments, consents and other documents necessary
to vest in the Purchaser good and marketable title, free and clear of all liens, charges and encumbrances, to the Purchased Assets;



 


		b.	evidence satisfactory to the Purchaser that the Vendor has complied with the Bulk Sales Act
(Ontario) and that all taxes payable by the Vendor under the Retail Sales Tax Act (Ontario) have been paid;



 


		c.	evidence satisfactory to the Purchaser that all necessary corporate action (including shareholder
approval) has been duly taken to approve this agreement and the sale of the Purchased Assets hereunder.



 


		7	From time to time after the Closing Date, the Vendor shall deliver to the Purchaser such further
documents and take such further action as the Purchaser may reasonably request to convey, transfer and assign the Purchased Assets
to the Purchaser.



 


		8	Until the Closing Date the Vendor shall:



 


		a.	conduct the Business in the ordinary course and maintain the goodwill of the Business;



 


		b.	not enter into any contract, commitment or transaction pertaining to the Business except as necessary
to conduct the Business in the ordinary course;



 


		c.	not increase wages, salaries or other compensation of any employee of the Business;



 


		d.	not sell, dispose of or encumber any of the Purchased Assets other than inventories used in the
ordinary course of the Business;



 



    	- 3 -



    	 



    

 


		e.	give to Purchaser’s representatives full access during business hours to all assets, agreements
and records relating to the Business and furnish them with such information as they may reasonably request.



 


		9	The Purchased Assets shall remain at the risk of the Vendor up to the Closing Date. If any of the
Purchased Assets are lost, damaged or destroyed the Purchaser may, at its option, either terminate this agreement or complete the
purchase and have all proceeds of insurance paid to it.



 


		a.	it owns and has good and marketable title, free and clear of all liens, charges and encumbrances
(except for liens for current taxes not yet due) to all of the Purchased Assets and has the right to sell them to the Purchaser;



 


		b.	it is a resident of Canada under the Income Tax Act (Canada);



 


		c.	all facts relating to the Business and the Purchased Assets which would be material to an intending
purchaser of the Purchased Assets and the Business have been disclosed to the Purchaser; and



 


		d.	the foregoing warranties will be true on and as of the Closing Date with the same effect as if
made on and as of the Closing Date.



 


		10	All representations, warranties and agreements contained herein shall survive the closing of the
transaction and shall continue for the applicable limitation period.



 


		11	All representations, warranties and agreements of the Vendor herein may, at the Purchaser’s
option, be treated as conditions, the breach of any of which will entitle the Purchaser to terminate this agreement.



 


		12	Time is of the essence of this agreement.



 



    	- 4 -



    	 



    

 


		13	This agreement shall be governed by and construed in accordance with the laws of the Province of
Ontario and the laws of Canada applicable therein.



 


	 	TrioResources AG
	 	 	 
	 	by:	/s/ Angelo Boujos
	 	 	Angelo Boujos
	 	 	President
	 	 	 
	 	2023682 Ontario Inc.
	 	 	 
	 	by:	/s/ Jeffrey Reid
	 	 	Jeffrey Reid
	 	 	President
	 	 	 
	 	DBA Canamet Resources.
	 	 	 
	 	by:	/s/ Jeffrey Reid
	 	 	Jeffrey Reid
	 	 	President
	 	 	 
	 	Jeffrey Reid.
	 	 	 
	 	by:	/s/ Jeffrey Reid
	 	 	Jeffrey Reid


 



    	- 5 -



    	 



    

 


SCHEDULE A


 


Purchased Assets







 





		 	A	Mining Equpt
	TrioResources AG Inc.	B	Moterized Equpt
	 	C	Generators/Furances
	 	D	Containers







 





	 	 	 	 	 	 	 	 	PURCHASE	 	 	 	 	 	AMORT/	 	 	 	 
	BREAKDOWN OF PURCHASE AND SALE AGREEMENT	 	 	 	 	PRICE	 	 	LIFE	 	 	YEAR	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Crusher	 	 	1	 	 	 	A	 	 	$	75,000	 	 	 	5	 	 	 	15000	 	 	 	1,250	 
	Generator	 	 	2	 	 	 	A	 	 	$	60,000	 	 	 	5	 	 	 	12000	 	 	 	1,000	 
	Cat Excavator 235B	 	 	1	 	 	 	B	 	 	$	45,000	 	 	 	5	 	 	 	9000	 	 	 	750	 
	Screener & Conveyor	 	 	1	 	 	 	A	 	 	$	40,000	 	 	 	5	 	 	 	8000	 	 	 	667	 
	Bagger	 	 	1	 	 	 	A	 	 	$	25,000	 	 	 	5	 	 	 	5000	 	 	 	417	 
	Digital Scale	 	 	1	 	 	 	A	 	 	$	5,000	 	 	 	5	 	 	 	1000	 	 	 	83	 
	Office/Locker Room	 	 	1	 	 	 	D	 	 	$	10,000	 	 	 	5	 	 	 	2000	 	 	 	167	 
	Storage Container	 	 	1	 	 	 	D	 	 	$	1,000	 	 	 	5	 	 	 	200	 	 	 	17	 
	Furnaces	 	 	2	 	 	 	C	 	 	$	16,000	 	 	 	5	 	 	 	3200	 	 	 	267	 
	Ball Mill	 	 	1	 	 	 	A	 	 	$	55,000	 	 	 	5	 	 	 	11000	 	 	 	917	 
	Lift Truck	 	 	1	 	 	 	B	 	 	$	3,000	 	 	 	5	 	 	 	600	 	 	 	50	 
	Skid Steer	 	 	1	 	 	 	B	 	 	$	30,000	 	 	 	5	 	 	 	6000	 	 	 	500	 
	Compressor	 	 	1	 	 	 	B	 	 	$	800	 	 	 	5	 	 	 	160	 	 	 	13	 
	Gas Generators	 	 	1	 	 	 	B	 	 	$	1,000	 	 	 	5	 	 	 	200	 	 	 	17	 
	Tools	 	 	1	 	 	 	E	 	 	$	10,000	 	 	 	5	 	 	 	2000	 	 	 	167	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	75360	 	 	 	6282	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EQUIPMENT	 	 	 	 	 	 	 	 	 	$	376,800	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BUILDING/CLAIMS	 	 	 	 	 	 	 	 	 	$	95,200	 	 	 	20	 	 	 	4,760	 	 	 	396.6667	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	INVENTORY	 	 	4000 MT @ $32	 	 	 	 	 	 	$	128,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL PURCHASE	 	 	 	 	 	 	 	 	 	$	600,000	 	 	 	 	 	 	 	 	 	 	 	 	 













 



    	SCHEDULE
                                                                                                                                                                                               A
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