As of September 30, 2012 we had cash of $8,086 and negative working capital of $42,575. Subsequent to year end we entered into four convertible notes

for CDN $29,500 and US$ 345,081 and a draw-down facility for up to CDN $500,000. The Company has the ability to draw down this facility over a 12

month period. At the end of the first twelve month period the principal that is drawn will be either converted into equity or exchanged into a convertible

note which will have a term of a further twelve (12) months and may converted into equity at the option of the holder.

To date we have relied on third parties to provide financing for our operations by way of convertible notes. The proceeds may not be sufficient to

effectively develop our business to the fullest extent to allow us to maximize our revenue potential in which case we will need additional capital. We will

need capital to allow us to acquire additional properties adjacent to our property to all for a more efficient use of drilling equipment and provide for the

potential of a more economical mining operation. In addition we will need to provide the Company with working capital. The amount and timing of

capital required and the timing will depend on when we are able to conclude agreements either to purchase additional land and the associated patented

claims and/or enter into licensing or other working relationships to allow the Company to have access the largest mining asset base as possible within the

financial constraints of the Company. If we are unable to generate sufficient cash flow from operations we will be required to raise additional funds either

in the form of capital or debt. There are no assurances that we will be able to generate the necessary capital or debt to carry out our current plan of

operations.

On September 30, 2012, TrioResources AG Inc. entered into a financing agreement with three separate investors in the aggregate amount of $621,049. In

addition, on October 31, 2012, TrioResources AG Inc. entered into a similar financing agreement with the same 3 investors for an additional CDN

$29,500 and US$ 345,081. The term of each note is for 2 years, bears interest at a rate of 10% per annum and can be converted into common stock, at any

time by the Holder, at a price equal to the lower of: (i) $1.00 per share; or (ii) a 20% discount to the initial listing price or the price of any equity financing

completed by the Company. Copies of the notes are attached hereto as Exhibits 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, and 10.12.

Additionally, on November 1, 2012, TrioResources AG Inc. entered into a Convertible Note Draw-Down Facility with Seagel Investment, Ltd. in the total

amount of CDN $500,000. Pursuant to the terms of this Draw-Down Facility, TrioResources AG Inc. may request funds from Seagel Investment, Ltd. To

date, TrioResources AG has received US $110,000 under this Draw-Down Facility. Every time a Draw-Down is completed, Seagel Investment, Ltd.

receives a convertible note that bears interest at 10% per annum and converts into common stock at a price equal to the lower of: (i) $1.00 per share; or (ii)

a 20% discount to the initial listing price or the price of any equity financing completed by the Company. A copy of the Draw-Down Facility is attached

hereto as Exhibit10.13.