CONVERTIBLE NOTE


DRAW DOWN FACILITY


 


	ISSUER:	TRIO RESOURCES AG INC. (the “Debtor”)
	 	 
	HOLDER:	SEAGEL INVESTMENT LTD. (the “CREDITOR”)
	 	 
	DATE:	November 1st, 2012
	 	 


 


The Creditor hereby agrees to provide
the Debtor with a draw-down facility of $500,000 (“Facility”). The terms of the Facility are provided for below.


 


FOR VALUE RECEIVED and pursuant
to the Facility, the Debtor hereby acknowledges that the Creditor has provided a draw-down facility of $500,000.00.
The Debtor will give the the Creditor five days written notice of the amount of a draw-down under the Facility and the Creditor
shall provide funds at its discretion after review of such request. The Debtor promises to pay to the Creditor in cash, certified
cheque, bank draft or wire of immediately available funds, the total of all amounts drawn under the Facility (the “Principal”)
in the manner set forth herein.


 


		1.	Payment. Other than as set out herein, the Debtor shall pay all Principal without setoff
or counterclaim and without deduction or withholding for or on account of any present or future taxes, levies, duties, imports
or other charge of any kind.



 


		2.	Conversion of Principal and Repayment. At the option of the Creditor and subject to applicable
securities laws, the entire principal amount outstanding represented by this Convertible Note, plus any accrued interest thereon,
may be converted into common shares of the Debtor at $1.00 per common share. In the event that the Debtor goes public the Convertible
Note may be converted into common shares of the Public Company at the lower of $1.00 per share and the initial listing price less
20% discount of the public Shares or any financing that is done by the company via registration statement the debtor has an option
to convert at whichever price is the lowest of all options above. After such conversion, all obligations of the Debtor to the Creditor
pursuant to this Convertible Note shall be deemed to have been satisfied.



 


		3.	Security. The Facility and the Convertible Note shall be secured until company becomes a
Publicly Traded and the Note is converted to shares or note is paid.



 


		4.	Term: The term of the Facility shall be for one year from the date of this Agreement during
which time the Debtor may draw up to $500,000.00 After the one year period, the total Principal and all accrued and unpaid interest
shall be converted in a Convertible Note and no further draw-downs will be permitted under the Facility. The Convertible Note shall
have a further term of one year, thus bringing the total term of the Facility and the Convertible Note to two (2) years (“Term”).



 


		5.	Repayment. The Principal and accrued interest shall be repaid on or before the end of the
Term from either: (a) the proceeds from a financing that the Debtor may complete; (b) excess working capital not required for the
operations of the business, or (c) conversion into common shares as outlined above. There shall be no penalty or bonus for repayment
of the Facility or the Convertible Note prior to the end of the Term. Creditor has the right as he chooses to convert the debt
note to shares of the public company at the conversion rate agreed upon above at his option at any time during the period listed
above at which time both the principal and accrued interest will become due for the purpose of conversion.



 


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		6.	Demand. The entire unpaid Principal owing by the Debtor to the Creditor evidenced hereby
shall forthwith become due and payable at (a) the end of the Term; and (b) upon demand by the Creditor if: (i) the Debtor
makes default in the observance or performance of any written covenant or undertaking given by the Debtor to the Creditor pursuant
to a specific security agreement to be entered into between the Debtor and the Creditor; (ii) the Debtor makes default in payment
of any indebtedness or liability of the Debtor to the Creditor when due whether hereunder or not and such default is not cured
within 30 days following receipt or deemed receipt of such default; (iii) an order is made or a resolution passed for the winding-up
of the Debtor, or a petition is filed for the winding-up of the Debtor; (iv) the Debtor becomes insolvent or makes an assignment
in bankruptcy or a bulk sale of its assets or a bankruptcy petition is filed or presented against the Debtor; (v) any proceedings
with respect to the Debtor are commenced under the Companies’ Creditors Arrangement Act (Canada) or the Bankruptcy
and Insolvency Act (Canada); (vi) a judgment, execution or any other similar process of any court becomes enforceable against
the Debtor or a distress or analogous process is levied upon the property of the Debtor or any part thereof; (vii) the Debtor shall
permit any sum which has been admitted as due by the Debtor or is not disputed to be due by it and which forms or is capable of
being made a charge upon any of the property of the Debtor to remain unpaid for thirty (30) days after proceedings have been taken
to enforce the same; (viii) the Debtor ceases or threatens to cease to carry on its business or commits or threatens to commit
any act of bankruptcy; or (ix) any material licenses, permits or approvals required by any law, regulation or governmental
policy or by any governmental agency or commission for the operation by the Debtor of its business shall be withdrawn or cancelled.



 


		7.	Interest. The outstanding Principal shall bear interest at the rate of 10% per annum. The
interest shall accrue and be paid at the end of the Term.



 


		8.	Continuing Obligation. This
Convertible Note shall remain an obligation of the Debtor until the Principal has been fully satisfied by the Debtor either by
repayment or conversion into equity. 



 


		9.	Notices. Any notice, consent or approval required or permitted to be given in connection
with this Convertible Note (in this Section referred to as a “Notice”) shall be in writing and shall be sufficiently
given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by facsimile:



 


		(a)	in the case of a Notice to the Debtor at:



	100 King Street West, Suite 5600
	Toronto ON
	M5X 1C9
	Attention: Chief Financial Officer


 


		(b)	in the case of a Notice to the Creditor at:



 


	Attention:  	Seagel Investment Ltd.
	 	Withfield Tower
	 	4792 Coney Drive
	 	Belize City, Belize


 


Any Notice delivered or transmitted
to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided
that it is delivered or transmitted on a business day prior to 5:00 p.m. local time in the place of delivery or receipt. However,
if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a business day then the Notice shall
be deemed to have been given and received on the next business day.





 


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Any party may, from time to
time, change its address by giving Notice to the other party in accordance with the provisions of this Section.


 


		10.	Jurisdiction. The provisions of this Facility and Convertible Note shall be governed by
and interpreted in accordance with the laws of Switzerland applicable therein.



 


		11.	Assignment. This Facility and Convertible Note, or any part thereof or any rights thereunder,
shall be assignable by the Debtor at its sole discretion..



 


		12.	Enurement. This Facility and Convertible Note and each of its provisions shall be binding
upon and shall enure to the benefit of the Creditor and its successors and assigns, and the Debtor and its successors and assigns.
The term “successor” shall include, without limitation, any person resulting from the amalgamation, merger or combination
of the Debtor with one or more other persons.



 


		13.	Waivers. A waiver by the Creditor of any right or remedy under this Facility or Convertible
Note on any occasion shall not be a bar to exercise of the same right or remedy on any subsequent occasion or of any other right
or remedy at any time. The Debtor hereby expressly waives presentment, demand, and protest, dishonor and nonpayment of this Facility
or Convertible Note, and all other notices or demands of any kind in connection with the delivery, acceptance, performance, default
or enforcement hereof, and hereby consents to any delays, extensions of time, renewals, waivers or modifications that may be granted
or consented to by the Creditor with respect to the time of payment or any other provision hereof.



 


IN WITNESS WHEREOF
the parties have executed this Facility and Convertible Note by a duly authorized officers.


 


DATED as of
November 1st, 2012.


 


	 	TRIO RESOURCES AG INC.
	 	 
	 	Per:	/s/ J. Duncan Reid
	 	Name: J. Duncan Reid
	 	Title: CEO


 


	 	SEAGEL INVESTMENT LTD.
	 	 
	 	Per:	/s/ Corserve S.A
	 	Name: Corserve S.A
	 	Title: Corporate Director


 


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