Trio Resources, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - Trio Resources, Inc.	ex31-1.htm
EX-32.1 - Trio Resources, Inc.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

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

For the transition period from __________ to __________

Commission file number: 333-178472

TRIO RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada		99-0369568
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

100 King Street West, Suite 5600 Toronto, ON		M5X 1C9
(Address of principal executive officers)		(Zip Code)

+905-366-7301

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 last 90 days. Yes [X] No [ ]

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). The website of the Company is www.trioresources.com. Yes [X] No [ ]

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 [ ] (Do not check if a smaller reporting company)		Smaller reporting company [X]

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 374,353,231 common shares as of August 31, 2015.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Interim Financial Statements (unaudited)	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9

Item 4.	Controls and Procedures	9

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3.	Defaults Upon Senior Securities	10

Item 4.	Mine Safety Disclosures	10

Item 5.	Other Information	10

Item 6.	Exhibits	10

	Signatures	11

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Trio Resources, Inc.

CONDENSED CONSOLIDATED

INTERIM FINANCIAL STATEMENTS

INDEX

Condensed Consolidated Balance Sheets as at June 30, 2015 (unaudited) and September 30, 2014 (audited)	F-1

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three months ended June 30, 2015 and 2014 (unaudited)	F-2

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the nine months ended June 30, 2015 and 2014 (unaudited)	F-3

Condensed Consolidated Interim Statement of Stockholders’ Deficit for the period from October 1, 2013 to June 30, 2015 (unaudited)	F-4

Condensed Consolidated Interim Statements of Cash Flows for the nine months ended June 30, 2015 and 2014 (unaudited)	F-5

Notes to Condensed Consolidated Interim Financial Statements (unaudited)	F-6 - F-19

Trio Resources, Inc.

Condensed Consolidated Balance Sheets

	June 30, 2015			September 30, 2014
	(Unaudited)			(Audited)
	$			$
CURRENT ASSETS
Cash		—			4,374
Accounts receivable, net of allowance of $nil		34,364			—
Prepaid expenses and other receivables		28,917			47,949
Total current assets		63,281			52,323

Loan receivable - related party (Note 7)		65,435			72,919
Property and equipment (Note 3)		292,992			340,794
Mining property claims (Note 4)		8,167			9,101
TOTAL ASSETS		429,875			475,137

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Bank indebtedness		95			—
Accounts payable and accrued liabilities		1,126,861			984,176
Loans payable (Note 8)		654,493			379,826
Promissory notes payable (Note 9)		131,000			146,000
Convertible notes payable (Note 12)		858,439			917,108
Convertible draw down loan payable (Note 10)		425,000			425,000
Derivative liabilities (Note 13)		47,961			35,267
Total current liabilities		3,243,849			2,887,377

Convertible note payable - related party (Note 11)		400,321			446,101
TOTAL LIABILITIES		3,644,170			3,333,478

STOCKHOLDERS’ DEFICIENCY
Authorized:
400,000,000 common stock, par value $0.001
Issued and outstanding:
374,353,231 common stock as at June 30, 2015 (September 30, 2014 : 346,862,500 common stock) - (Note 5)		374,354			346,863
Shares to be issued (Note 5)		27,250			27,250
Excess of purchase price over net asset value (Note 7)		(299,105	)		(299,105	)
Additional paid-in capital		897,591			881,892
Accumulated other comprehensive income		537,010			219,275
Accumulated deficit		(4,751,395	)		(4,034,516	)
Total stockholders’ deficiency		(3,214,295	)		(2,858,341	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		429,875			475,137

See accompanying notes to condensed consolidated interim financial statement

F-1

Trio Resources, Inc.

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss

	For the			For the
	Three Months Ended			Three Months Ended
	June 30, 2015			June 30, 2014
	(Unaudited)			(Unaudited)
	$			$

REVENUE		45,071			—

COST OF GOODS SOLD		10,706			—

GROSS MARGIN		34,365			—

EXPENSES
Corporate expenses		53,027			95,541
Exploration and development costs		69,850			20,453
Interest expense		42,618			63,731
Changes in fair value of derivative liabilities		—			1,288
Depreciation		6,071			1,984
Total expenses		171,566			182,997

Net loss for the period before income taxes		(137,201	)		(182,997	)

Income taxes		—			—
NET LOSS FOR THE PERIOD		(137,201	)		(182,997	)

Foreign currency translation adjustment		1,897			(81,630	)

COMPREHENSIVE LOSS		(135,304	)		(264,627	)

Loss per share, basic and diluted (Note 6)		(0.0004	)		(0.0008	)

Weighted average number of common stock outstanding, basic and diluted (Note 6)		374,353,231			339,162,500

See accompanying notes to condensed consolidated interim financial statements

F-2

Trio Resources, Inc.

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss

	For the			For the
	Nine Months Ended			Nine Months Ended
	June 30, 2015			June 30, 2014
	(Unaudited)			(Unaudited)
	$			$

REVENUE		45,071			—

COST OF GOODS SOLD		10,706			—

GROSS MARGIN		34,365			—

EXPENSES
Corporate expenses		442,522			399,189
Exploration and development costs		159,448			42,228
Interest expense		129,263			201,623
Changes in fair value of derivative liabilities		1,666			18,627
Depreciation		18,345			5,986
Total expenses		751,244			667,653

Net loss for the period before income taxes		(716,879	)		(667,653	)

Income taxes		—			—
NET LOSS FOR THE PERIOD		(716,879	)		(667,653	)

Foreign currency translation adjustment		317,735			65,529

COMPREHENSIVE LOSS		(399,144	)		(602,124	)

Loss per share, basic and diluted (Note 6)		(0.0011	)		(0.0018	)

Weighted average number of common stock outstanding, basic and diluted (Note 6)		369,587,088			339,024,630

See accompanying notes to condensed consolidated interim financial statements

F-3

Trio Resources, Inc.

Condensed Consolidated Interim Statements of Stockholders’ Deficit

									Excess of
									purchase			Accumulated
	Common stock				Share to be		Additional paid-in		price over net asset			other comprehensive		Accumulated
	Shares		Amount		issued		capital		value			income		deficit			Total
			$		$		$		$			$		$			$
As at October 1, 2013		338,650,000		338,650		—		312,683		(299,105	)		23,159		(2,746,274	)		(2,370,887	)

Issuance of shares re: consulting agreement		512,500		513		—		8,080		—			—		—			8,593

Shares to be issued in respect of private placements		—		—		27,250		501,130		—			—		—			528,380

Conversion of a note		7,700,000		7,700		—		59,999		—			—		—			67,699

Cumulative translation adjustment		—		—		—		—		—			196,116		—			196,116

Loss for the year		—		—		—		—		—			—		(1,288,242	)		(1,288,242	)

As at September 30, 2014 (audited)		346,862,500		346,863		27,250		881,892		(299,105	)		219,275		(4,034,516	)		(2,858,341	)

Conversion of a note		22,490,731		22,491		—		5,699		—			—		—			28,190

Conversion of a note		5,000,000		5,000		—		10,000		—			—		—			15,000

Cumulative translation adjustment		—		—		—		—		—			317,735		—			317,735

Loss for the period		—		—		—		—		—			—		(716,879	)		(716,879	)

As at June 30, 2015 (unaudited)		374,353,231		374,354		27,250		897,591		(299,105	)		537,010		(4,751,395	)		(3,214,295	)

See accompanying notes to condensed consolidated interim financial statements

F-4

Trio Resources, Inc.

Condensed Consolidated Interim Statements of Cash Flows

	For the			For the
	Nine Months Ended			Nine Months Ended
	June 30, 2015			June 30, 2014
	(Unaudited)			(Unaudited)
	$			$
OPERATING ACTIVITIES
Net loss for the period		(716,879	)		(667,653	)

Depreciation		18,345			5,986
Stock based payment for services		—			8,875
Accretion expense including day one derivative loss		—			74,503
Change in fair value of derivative liabilities		1,666			18,627
*Net change in non-cash working capital balances:*
Accounts receivable		(34,364	)		—
Prepaid expense and other assets		14,748			40,777
Accounts payable and accrued liabilities		244,735			199,487
Cash used in operating activities		(471,749	)		(319,398	)

INVESTING ACTIVITIES
Purchase of property and equipment		(5,089	)		—
Cash used in investing activities		(5,089	)		—

FINANCING ACTIVITIES
Increase (decrease) in bank indebtedness		95			(10,519	)
Proceeds from issuance of promissory notes		30,000			67,500
Loans payable including draw down loan payable		292,878			246,833
Repayment of loans		(5,000	)		—
Cash provided by financing activities		317,973			303,814

Net (decrease)/increase in cash during the period		(158,865	)		(15,584	)
Effect of foreign currency translation		154,491			17,131
Cash, beginning of the period		4,374			—
Cash, end of period		—			1,547

See accompanying notes to condensed consolidated interim financial statements

F-5

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

All references to the “Company”, “Trio Resources” or “Trio Resources, Inc.” refer to Trio Resources, Inc. and its wholly-owned subsidiaries.

1. Organization, Nature of Business, Going Concern and Management Plans

Organization and Nature of Business

Trio Resources, Inc., formerly Allied Technologies Group, Inc. (“Allied”), was incorporated in the state of Nevada on September 22, 2011.

On December 14, 2012, Allied entered into a share exchange agreement (the “Share Exchange Agreement”) with TrioResources AG Inc. (“Trio” or “TrioResources AG Inc.”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of Trio (the “Share Exchange”). As a result of the Share Exchange, Trio became the wholly-owned subsidiary of Company and the Trio shareholders became the controlling shareholders of Company, owning an aggregate of 66.15% of the issued and outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The acquisition was accounted for as a recapitalization using accounting principles applicable to reverse acquisitions whereby the consolidated financial statements subsequent to the date of the acquisition are presented as a continuation of TrioResources AG Inc. Under reverse acquisition accounting TrioResources AG Inc. (legal subsidiary) will be treated as the accounting parent (acquirer) and the Company (legal parent) will be treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the reverse acquisition, which includes the one for one issuance of Company shares to the TrioResources AG Inc. shareholders.

Under the terms of the Share Exchange Agreement, the former sole director, officer, and principal shareholder of the Company (the “Principal Shareholder”), cancelled all 1,500,000 shares of the Company’s Common Stock that he owned, which constituted 57.9% of the issued and outstanding shares of Common Stock prior to the Share Exchange.

The Company filed a Certificate of Amendment of its Articles of Incorporation (the “Charter Amendment”) with the Secretary of State of Nevada to (1) change its name from “Allied Technologies Group, Inc.” to “Trio Resources, Inc.” (the “Name Change”) and (2) increase its total authorized shares of Common Stock from 75,000,000 shares to 400,000,000 shares (the “Authorized Share Increase”). Additionally, as a condition to closing of the Share Exchange, the Company’s Board of Directors approved and authorized the Company to take the necessary steps to effect a forward stock split of the issued and outstanding shares of Common Stock, such that each one (1) issued and outstanding share of Common Stock was automatically changed and converted into one hundred (100) shares of Common Stock, payable to all holders of record of the Common Stock as of December 31, 2012 (the “Forward Stock Split”).

The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein the Company is considered the acquirer for accounting and financial reporting purposes. The effective date of the Share Exchange Agreement is December 14, 2012 and all of the necessary accounting adjustments were fully reflected in these condensed consolidated interim financial statements.

On January 8, 2015, the Company incorporated a wholly owned subsidiary called Trio Precious Metals Inc. in the province of Ontario. The purpose of this subsidiary is to process material not owned by Trio Resources Ag Inc. to create additional revenue for the Company.

Going Concern

The unaudited condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception on May 16, 2012 to June 30, 2015, the Company has not generated significant revenue and has incurred losses. As at June 30, 2015, the Company has a working capital deficiency of $3,180,568 and has accumulated deficit of $4,751,395. To date, the Company has not generated positive cash flows from operations and has primarily relied upon debt and equity financing from third parties and related parties to finance its operations.

F-6

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

The Company is pursuing additional financing. However, there can be no assurance that the additional financing shall be available on terms or conditions acceptable to the Company. These factors raise substantial doubt about its ability to continue as a going concern. No adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the unaudited condensed consolidated interim financial statements, which could be material if the current business plan is not successful and when the Company is not able to continue as a going concern.

Acquisition

On December 14, 2012, the Company completed a Share Exchange transaction pursuant to which the Company acquired 100% of the issued and outstanding equity securities of TrioResources AG Inc., which became its wholly owned subsidiary. In connection with the Share Exchange, Ihar Yaravenka, the former, sole officer, director and controlling shareholder of the Company was paid $250,000, which was expensed during the Company’s previous year ended September 30, 2013, in exchange for Mr. Yaravenka’s surrendering and the Company canceling 1,500,000 shares of common stock of the Company. As at the close of the Share Exchange, the Company had no assets or liabilities and it was a public shell company.

TrioResources AG Inc. was incorporated on May 16, 2012 under the laws of the province of Ontario, Canada, is headquartered in Toronto, Ontario, Canada. This company is an exploration stage company intending to focus on exploration, milling, and processing of mineralized material located on its property.

Pursuant to the terms and conditions of the Share Exchange Agreement, the Company acquired 100% of the capital stock, 2,130,000 common shares, of TrioResources AG Inc. in exchange for the issuance of 2,130,000 shares of common stock of the Company. The result is that the shareholders of TrioResources AG Inc. own 66.15% of the total shares of the Company outstanding effective the date of the Share Exchange Agreement.

The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein TrioResources AG Inc. is considered the acquirer for accounting and financial reporting purposes.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed consolidated interim financial statements do not include all information and footnotes required by US GAAP for complete annual consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results for the nine months ended June 30, 2015 are not necessarily indicative of results that may be expected for the year ending September 30, 2015 or for any other interim period. The unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements of the Company and the notes thereto as of and for the year ended September 30, 2014.

The Company’s fiscal year-end is September 30. The Company’s functional currency is Canadian (“CDN”) dollars. The Company’s reporting currency is the U.S. dollar. Assets and liabilities are translated into the U.S. dollar using the exchange rates at each balance sheet date. Revenue and expenses are translated at average rates prevailing during the reporting period. Stockholders’ deficiency is translated at historical rates. Adjustments resulting from translating the unaudited condensed consolidated interim financial statements into the U.S. dollar are recorded as a separate component of accumulated other comprehensive income (loss) in the statement of stockholders’ deficiency.

F-7

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

Use of Estimates

The preparation of the unaudited condensed consolidated interim financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to valuation of inventories, stockpiles and mineralized material, the estimated useful lives and valuation of plant and equipment, mineral rights, deferred tax assets, convertible debt notes, derivative liabilities, reclamation liabilities, stock-based compensation and payments, and contingent liabilities. Actual results could materially differ from those estimates.

Revenue Recognition

The Company recognizes revenues when they are earned, specifically when all of the following conditions are met:

●	Ownership of the goods have been transferred to the customers. Ownership of the goods is transferred to the customers when the good are transferred to a designated carrier in accordance with shipping terms agreed with the customer;

●	there is persuasive evidence that an arrangement exists;

●	there are no significant obligations remaining;

●	amounts are fixed or can be determined; and

●	the ability to collect is reasonably assured.

Accounts Receivable

Accounts receivable are stated at outstanding balances, net of an allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions charged against income. Accounts deemed to be uncollectible are charged against the allowance and subsequent recoveries, if any, are credited to the allowance. Management’s periodic evaluation of the adequacy of the allowance is based on past experience, aging of the receivables, adverse situations that may affect a customer’s ability to pay, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires estimates that may be susceptible to significant change. Unpaid balances remaining after the stated payment terms are considered past due. The Company routinely assesses the financial strength of its customers and, therefore, believes that its accounts receivable credit risk exposure is limited. Allowance for doubtful accounts on June 30, 2015 was $nil (2014 - $nil).

Recently Issued Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date.

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity’’, which revises what qualifies as a discontinued operation, changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. This ASU will be effective for the Company for applicable transactions occurring after October 1, 2015. The Company will prospectively apply the guidance to applicable transactions.

On May 28, 2014, the FASB issued a new financial accounting standard on revenue from contracts with customers, Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is not permitted. The Company is currently evaluating the impact of this accounting standard.

On August 27, 2014, the FASB issued a new financial accounting standard on going concern, Update 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The amendments in this Update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. The Company is currently evaluating the impact of this accounting standard.

On April 7, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this Update apply to all companies. They become effective for public business entities in the annual period ending after December 15, 2015, and interim periods within those fiscal years, with early application permitted. The Company is currently evaluating the impact of this accounting standard.

F-8

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

3. Property and Equipment:

On June 15, 2012, the Company acquired property and equipment from 2023682 Ontario Inc., a commonly-controlled related party (see Note 7). The cost of these acquired assets was recorded at the same historical carrying values reflected in the accounts of 2023682 Ontario Inc.

Equipment and buildings consist of the following:

	June 30, 2015			September 30, 2014

Equipment	$	290,908		$	319,016
Less: Accumulated depreciation		(40,438	)		(27,824	)
Net equipment		250,470			291,192

Buildings		48,874			54,464
Less: Accumulated depreciation		(6,352	)		(4,862	)
Net buildings		42,522			49,602
	$	292,992		$	340,794

During the period, there was an addition to mining equipment amounting to $5,089.

Depreciation expense of $6,071 and $18,345 was charged for the three and nine month periods ended June 30, 2015, (2014 - $1,984 and $5,986). Equipment and buildings are depreciated on a straight line basis, once they are put in use, over their estimated useful lives:

	●	Equipment 15 years; and

	●	Buildings 20 years.

4. Mining Property Claims:

At June 30, 2015 and September 30, 2014, the Company had mining property patent claims of $8,167 and $9,101, respectively (CDN $10,200 as of June 30, 2015 and September 30, 2014). These patent claims provide the Company with mining rights to certain land located in Coleman Township, District of Temiskaming, Ontario, Canada. On February 4, 2013 the Company made its first shipment of mineralized material for refining.

The patented claims were purchased in May 2012, in a related party transaction at a purchase price of CDN $10,200 (4,000MT of concentrate and book value of related party). No amortization has been charged since the date of purchase because amortization is based on units of production and the Company’s production volume through June 30, 2015 was very insignificant.

5. Stockholders’ Deficit:

Common stock:

The Company’s authorized capital stock consists of 400,000,000 shares of common stock. At June 30, 2015, there were 374,353,231 shares of common stock issued and outstanding (September 30, 2014 - 346,862,500).

The total number of shares of common stock outstanding was 374,353,231 as of June 30, 2015 comprising of 229,175,000 restricted shares and 145,178,231 non-restricted shares. The total number of shares of common stock outstanding was 346,862,500 as of September 30, 2014 comprising of 229,612,500 restricted shares and 117,250,000 non-restricted shares.

F-9

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

5. Stockholders’ Deficit (continued):

The restricted shares have been issued to various parties through private placements, as start-up capital or as consideration for professional services. These restricted shares will be available for sale under Rule 144 of the Securities Act of 1933, as amended, when the conditions of Rule 144 have been met.

Common stock issued and outstanding

During the nine months ended June 30, 2015, convertible note of $25,000 and accrued interest of $3,190 was converted into 22,490,731 shares of common stock in accordance with the conversion option as explained in Note 12.

During the nine months ended June 30, 2015, the company exchanged $15,000 worth of promissory notes for 5,000,000 shares of common stock.

Shares to be issued:

On August 7, 2014, the Company closed its private placement offering with certain accredited investors for 27,250,000 shares of the Company’s common stock at an offering price of $0.02 per share for gross proceeds of $545,000. This includes share issuance costs of $16,620 which has been netted against gross proceeds. These shares are not yet issued as at June 30, 2015.

6. Earnings (Loss) Per Share (“EPS”):

FASB ASC 260, Earnings Per Share provides for calculations of “basic” and “diluted” earnings per share. Basic EPS includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average common shares outstanding for the period. Diluted EPS reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted EPS. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

7. Related Party Transactions:

On June 15, 2012, the Company purchased certain assets from 2023682 Ontario Inc., a related party in which the Company’s current Chief Executive Officer, Mr. J. Duncan Reid, was the sole director. The value of the assets purchased by the Company was carried over at the historical carrying amounts that were recorded by the related party. The purchase consideration paid by the Company to the related party consisted of cash of CDN $100,000 ($99,510) and a promissory note in the amount of CDN $500,000 ($485,300). Because the purchase was from a commonly controlled related party, the excess of the purchase price over the carrying value of the assets purchased has been reflected as a deduction against Stockholders’ Deficit, equivalent to a distribution of equity to the stockholder. The assets purchased and consideration given is as follows:

Property and equipment	$	88,596
Patent claims		10,374
Inventory		1,770
Total assets purchased		100,740

Purchase price		(610,260	)

Discount on note payable (Note 7)		(210,415	)

Deduction in shareholders’ deficiency	$	(299,105	)

F-10

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

7. Related Party Transactions (continued):

This transaction was accounted for as a transfer between entities under common control, and the cost of these assets is based on the transferor’s carrying value of the asset. Management determined that the assets acquired did not meet the definition of a “business” as defined by accounting standards, or as a “predecessor business”, as defined in SEC rules.

As at June 30, 2015, the Company had advanced to 2023682 Ontario Inc., $65,435 (CAD 81,729) (September 30, 2014 - $72,919). The amount is unsecured, non-interest bearing and is recorded as a loan receivable with no specific terms of repayment.

8. Loans Payable:

Loans payable amounting to $404.493 represent unsecured and interest free financing provided by third parties. These loans are repayable on demand. The Company received interest free loans amounting to $42,878 during the nine months ended June 30, 2015 and $5,000 of this balance was repaid during the period.

On December 24, 2014, the Company entered into an agreement with a private lender and raised $250,000. The term of the debt was six months from the date of receipt of funds and carries interest 10% per annum to be prepaid on the same day funds are received. The due date was further extended by six months to December 25, 2015. The debt is secured by a general security agreement. Interest accrued on the debt during the three and nine months ended June 30, 2015 was $6,250 and $13,056 respectively.

9. Promissory Notes Payable:

These promissory notes are unsecured and carry interest at 8% per annum. During March 2015 the Company exchanged $15,000 worth of promissory note against 5,000,000 shares of common stock. Interest expense relating to these notes amounted to $2,850 and $8,920 during the three and nine months ended June 30, 2015 (2014 – NIL and NIL). These notes are repayable by November 25, 2015.

Notes amounting to $88,500 and $42,500 expired on May 25, 2015 and June 24, 2015 respectively and the Company has been unable to pay the principal and interest due. As a result, interest at 22% per annum would be charged by the lender from the date of expiry. Due to the fact that the Company lacks sufficient authorized shares to net share settle these liabilities, management has classified these obligations as a liability at period ended June 30, 2015. Upon completion of an increase in authorized capital, these liabilities will be extinguished and reclassified to equity.

10. Convertible Draw Down Loan Payable:

The Company entered into a one-year draw down facility, dated as of November 1, 2012, with Seagel Investment Ltd. as lender, in the maximum amount of $500,000. The facility bears interest at the rate of 10% per annum. During the one-year term, the Company was permitted from time to time request to draw down on this convertible debt facility subject to the discretion of the lender.

After completion of the one-year term, the outstanding principal and accrued interest remaining on the debt facility was converted into a convertible note with an additional term of two (2) years. Pursuant to the terms of this draw down facility, this convertible debt obligation may, at the option of the creditor, be converted into the common shares of the Company at the lower of $1.00 per share, the initial listing price of $0.55 less 20% discount of the price of the public shares, or any financing that is done by the Company by way of a registration statement. The Company has an option to convert at whichever price is the lowest of all options above. Through the completion of the reverse takeover of Allied on December 14, 2012 the Company became public. As at June 30, 2015, the amount outstanding under the draw down facility was $425,000 (September 30, 2014 - $425,000). Interest accrued on the debt during the three and nine months ended June 30, 2015 was $10,625 and $31,875 respectively.

11. Convertible Note Payable – Related Party:

As of June 30, 2015, the Company has a convertible note payable of $400,321 (CDN $500,000) [$446,101 (CDN500,000) – September 30, 2014] to 2023682 Ontario Inc. This note, which was originally issued to TrioResources AG Inc., became due three years from the date of issuance (June 15, 2012) and has accrued interest at 3% per annum beginning on the one year anniversary of issuance. It has been extended for 12 months from the expiry date, on the existing terms. The terms of this convertible note specified that if Trio Resources AG Inc., was successful in a ‘going public’ transaction, the convertible note would become convertible into shares of common stock at a conversion price equal to the weighted average of the share price based on the average 5 day bid price, within 30 days of going public. If there are no trades on any given day in the first 30 days after the stock began to trade then the bid price would be used in determining the weighted average price. This convertible note may be repaid at any time without penalty or bonus. This convertible note was interest free for the first 12 months post-closing of the asset purchase, thereafter; it accrued interest at the rate of 3% per annum. Interest accrued on the note during the three and nine months ended June 30, 2015 was $3,120 and $9,441 respectively.

F-11

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

On initial recognition, this note was discounted resulting in an effective interest rate of 27%. As a result, a $210,415 discount to the note was recorded which was being amortized to as accretion expense over the term of the note. TrioResources AG Inc. completed its going public transaction upon consummation of the Share Exchange and became public on December 14, 2012, the first trades of the Company’s common stock took place on January 11, 2013 at $0.55 per share; however, the holder has not requested for conversion into shares. This has been classified as non-current as management has obtained a waiver for the next 12 months.

Accretion expense of $ nil has been recognized for the three and nine months ended June 30, 2015 (2014 - $23,073 and $74,503, respectively), which is accrued in interest expense in the unaudited condensed consolidated interim statements of operations.

12. Convertible Notes Payable:

	June 30, 2015		September 30, 2014

Convertible Note (a)	$	857,577	$	916,185
Convertible Note (b)		-		923
Convertible Note (c)		862		-
	$	858,439	$	917,108

These convertible notes outstanding as at June 30, 2015 and September 30, 2014 are classified as current in accordance with their terms of maturity.

Convertible Notes (a)

The details of the convertible notes outstanding as at June 30, 2015 are as follows:

On September 30, 2012, the Company entered into convertible notes with Incendia Management Group Inc. in the amount of CDN $266,445 (US $241,053), Siderion Capital Group Inc. in the amount of CDN $295,163 (US $267,034), and Seagel Investment Corp. in the amount of CDN $49,000 (US $47,559). Each of these September 30, 2012 convertible notes had a two (2) year term and had an interest rate of 10% per annum. They have been extended for one year to September 30, 2015.

On October 31, 2012 the Company entered into convertible notes with Incendia Management Group Inc. in the amount of CDN $7,000 (US $5,520), Siderion Capital Group Inc. in the amount of CDN $20,000 (US $15,770), Seagel Investment Corp. in the amount of CDN $2,500 (US $1,971), and Seagel Investment Ltd. in the amount of US $345,080. Each of these October 31, 2012 convertible notes had a term of two (2) years and had an interest rate of 10% per annum. They have been extended for one year to October 31, 2015.

All of the convertible notes referred to above may be converted, at any time at the option of the holder, into shares of the common stock of the Company at the lower of $1.00 per share, the initial listing price of $0.55 less 20% discount of the price of the public shares, or any financing that is done by the Company by way of a registration statement.

These convertible notes and Drawn Down Loan Payable are secured against the assets of the TrioResources AG Inc. until the convertible notes are converted to shares or the convertible notes are redeemed. As at June 30, 2015, all of the convertible notes and the Draw Down Facility remain outstanding and none have been converted to common shares.

F-12

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

The convertible notes may be repaid at any time without penalty or bonus. Subsequent to year end and up to the date of this filing, none of the above notes were either paid or converted into common stocks of the Company.

Interest expense of $27,863 and $83,158 has been recognized and accrued for the three and nine months ended June 30, 2015 (2014 - $36,508 and $114,091).

Convertible Notes (b)

On November 27, 2013, the Company entered into a convertible promissory note agreement (the “Note”) whereby the investor may purchase up to $335,000 face value convertible notes. The consideration is equal to $300,000 resulting in an original issue discount of $30,000 (approximately 10%). Pursuant to this agreement, the Company received $50,000 (face value of $55,833) on November 27, 2013 and $25,000 (face value of $27,917) on March 14, 2014 (together, the “Initial Tranche”). If the Company elects to repay the consideration received within 90 days from the effective date of the consideration, there is no interest due on the note. However, if the consideration is not repaid within 90 days of the effective date, there is a one-time interest charge equal to 12% of the outstanding principal balance. The note is convertible into common stock at the lender’s option, at the lower (a) $0.10 or (b) 60% of the lowest trade price in the 25 trading days previous to the conversion.

The Note provides for redemption upon the occurrence of an event of default. Default conditions include non-servicing of the debt and certain other credit risk related conditions. Default conditions also include certain equity indexed events including failures to file public information documents and failure to comply with Rule 144 requirements. The remedy to the lender for an event of default is payment of the greater of (i) the outstanding balance of the Note divided by the conversion price on the date the default amount is either demanded or paid in full, whichever has a lower conversion price multiplied by the VWAP on the date the default amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) 150% of the outstanding balance of the note.

Accounting Considerations

The Company has accounted for the Initial Tranche issued for cash as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the Initial Tranche under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative features consisted of the conversion option and certain redemption rights that were indexed to equity risks (“Default Put”). The conversion option along with the redemption features bearing risks of equity, were not clearly and closely related to the host debt agreement and required bifurcation. Current accounting principles that are also provided in ASC 815 do not permit an issuer to account separately for individual derivative terms and features that require bifurcation and liability classification (see Note 11). Rather, such terms and features must be and were bundled together and fair valued as a single, compound embedded derivative.

Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative component at its fair value with the residual allocated to the host debt contract, as follows:

	Allocation
	$50,000 Note			$25,000 Note

Compound embedded derivative	$	62,007		$	29,461
Financing costs expense		(5,000	)		(2,500	)
Day-one derivative loss		(7,007	)		(1,961	)
	$	50,000		$	25,000

F-13

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

The proceeds were allocated to between the compound embedded derivative and the financing costs expense. These resulted in day-one derivative losses and therefore, there was no value allocated to these notes on the inception date. These Notes were to be accreted up to their face value over the life of the Notes based on an effective interest rate of 21.15%.

During the year ended September 30, 2014, the convertible note of $50,000 and accrued interest of $5,560 was converted into 7,700,000 shares of common stock in accordance with the conversion option as explained above. Further, during the nine months ended June 30, 2015, the remaining convertible note of $25,000 with accrued interest of $3,190 up to the date of conversion was converted into 22,490,731 shares of common stock in accordance with the conversion option as explained above. Amortization expense of $nil was recorded for the three and nine month periods ended June 30, 2015. The total carrying values of these Notes as of June 30, 2015 amounted to $nil.

Convertible Notes (c)

On February 23, 2015, the Company entered into convertible note with Vis Vires Group, Inc. in the amount of $30,000. The convertible note has a 9 month term and has an interest rate of 8% per annum.

13. Derivative Liabilities:

The following tables summarize the components of the Company’s derivative liabilities:

	June 30, 2015
Warrant	$	203
Convertible note		47,758
	$	47,961

Warrant

The following tables summarize the components of the Company’s warrant derivative liabilities and linked common shares as of June 30, 2015 and the amounts that were reflected in income related to derivatives for the three months then ended:

	As at June 30, 2015
	Index shares		Fair values
Warrant derivatives		75,000	$	203

The Common Stock Purchase Warrant pursuant to a “Stairs Option/Joint Venture Agreement” with Teck Resources Limited (“Teck”) (see Note 15) issued on December 13, 2013 contained a variable conversion price, the Company has classified it as a derivative liability.

The Binomial Lattice technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. Significant assumptions utilized in the Binomial Lattice process are as follows for the warrants as of June 30, 2015:

	June 30, 2015
Linked common shares		75,000
Quoted market price on valuation date	$	0.01
Quoted market price on valuation date	$	0.598
Term (years)		0.730
Range of market volatilities		132.64% - 189.68	%
Risk free rates using zero coupon US Treasury Security rates		0.07% - 0.38	%

F-14

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

13. Derivative Liabilities (continued):

The following table reflects the issuances of derivative warrants and changes in fair value inputs and assumptions related to the derivative warrants during the nine months ended June 30, 2015.

	June 30, 2015
Balances at October 1, 2014	$	203
Common stock purchase warrants		-
Changes in fair value inputs and assumptions reflected in income		-
Balances at June 30, 2015	$	203

The fair value of all warrant derivatives is significantly influenced by the Company’s trading market price, the price volatility in trading and the risk free interest components of the Binomial Lattice technique.

Convertible Note

As of June 30, 2015, the estimated derivative fair value of our convertible promissory notes is as follows:

Convertible Notes		Fair Value Issuance February 23, 2015				Fair Value June 30, 2015
VIS Vires Group Convertible Note - $30,000		$	46,092			$	47,758

VIS Vires Group Convertible Notes

On February 23, 2015 (the “Date of Issuance”), Trio Resources, Inc. issued convertible promissory notes to VIS Vires, Inc. (the “Holder”), in the amounts of $30,000 (1^st tranche included no deferred financing cost or legal fees) (the “Convertible Promissory Notes” or the “Notes”).

The Convertible Notes are convertible at 51% of the average 2 lowest bid prices for the last 15 trading days and contains a full ratchet reset. The Holders have the right after 180 days following the Date of Issuance, and until any time until the Convertible Promissory Note is fully paid, to convert any outstanding and unpaid principal portion of the Convertible Promissory Note, and accrued interest, into fully paid and non-assessable shares of Common Stock. The Holder was not issued warrants with the Convertible Promissory Notes.

The Convertible Notes: (a) bears interest at 8% per annum; (b) the principal and accrued interest is due and payable on 11/25/15; (c) is convertible optionally by the Holder at any time after 180 days; (d) bears 22% interest on default with a 150% payment penalty under specific default provisions; (e) redeemable at 120% to 145% for days 0-180; (f) and is subject to dilutive adjustments for share issuances (full ratchet reset feature). The embedded conversion feature in the Note should be accounted for as a derivative liability due to the variable conversion provision based on guidance in ASC 815 and EITF 07-05.

The following table reflects the allocation of the VIS Vires Group purchase on the financing date February 23, 2015:

VIS Vires Group Convertible Note	Note Allocation/Costs
Convertible promissory notes	$	30,000
Compound embedded derivative		46,092
Day One derivative loss		16,092

F-15

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

13. Derivative Liabilities (continued):

Fair Value Considerations

ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The standard describes three levels of inputs that August be used to measure fair value:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations August be obtained from, or corroborated by, third-party pricing services.

Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s convertible promissory notes which are required to be measured at fair value on a recurring basis under of ASC 815 as of June 30, 2015 are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities as of June 30, 2015.

			Fair Value Measurements Using:
	Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Convertible Note	$	47,758	$	-	$	-	$	47,758
Warrant derivative		203						203
Totals	$	47,961	$	-	$	-	$	47,961

Our financial instruments consist of cash, loan receivable, accounts payable and accrued liabilities, loans payable, promissory notes payable, convertible notes payable, convertible draw down loan payable and derivative liabilities, convertible note payable – related party. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values based on their short maturities or for long-term debt based on borrowing rates currently available to us for loans with similar terms and maturities. Gains and losses recognized on changes in estimated fair value of the derivative liability are reported in other income (expense) as gain (loss) on change in fair value.

The Company values its derivative instruments related to embedded derivative features from the issuance of convertible debentures in accordance with the Level 3 guidelines.

F-16

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

13. Derivative Liabilities (continued):

Derivative Financial Instruments

Derivative Liabilities

The Company issued convertible notes with variable conversion provisions and full ratchet conversion price reset feature. The conversion terms of the convertible note is variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and full ratchet reset events and shares to be issued were recorded as derivative liabilities on the issuance date. According to ASC 815, the derivatives associated with the convertible notes were recognized as a discount to the debt instrument, and the discount is being amortized over the life of the note and any excess of the derivative value over the note payable value is recognized as additional expense at issuance date.

Further, and in accordance with ASC 815, the embedded derivatives are revalued using a multi-nomial lattice model at issuance and at each balance sheet date and marked to fair value with the corresponding adjustment as a “gain or loss on change in fair values” in the consolidated statement of operations. As of June 30, 2015, the fair value of the notes included on the accompanying consolidated balance sheet was $47,758. During the nine months period ended June 30, 2015, the Company recognized a gain on change in fair value totaling $1,666.

Key assumptions used in the valuation of the convertible notes for each of the valuation dates were as follows:

Note Holder	Valuation Date		Term		Volatility			Risk Adjusted Rate

VIS Vires Group		2/23/2015		0.75		306.8	%		0.080	%
VIS Vires Group		3/31/2015		0.65		323.6	%		0.14	%
VIS Vires Group		6/30/2015		0.40		337.4	%		0.11	%

The fair value of the derivative liability was calculated using a multi-nomial lattice model that values the compound embedded derivatives and by applying based on a probability weighted discounted cash flow model, which is based on future projections of the various potential outcomes. The fair values including the embedded derivatives that were analyzed and incorporated into the model included the variable conversion price feature with the full ratchet reset, and the redemption options. Due to the significant estimates inherent in determining such a valuation and the unobservable nature of certain inputs in the multi-nomial lattice model and the probabilities used these in the discounted cash flow model, these instruments have been classified as Level 3 financial instruments. Any changes in these unobservable inputs would be likely to cause material changes in the fair value of these financial instruments.

	Balance at December 31, 2014		New Issuances		Settlements		Change in Fair Values		Balance at June 30, 2015
Level 3 – Fair Values from:
Convertible Note	$	-	$	46,092		-	$	1,666	$	47,758
	$		$	46,092			$	1,666	$	47,758

F-17

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

14. Contingency

On October 22, 2012, the previous owner of the property, 2023682 Ontario Inc., owned by Mr. Reid (CEO of the Company), was fined CDN $56,265 by the Ontario Ministry of the Environment under the Environmental Protection Act for failing to comply with a Court Order to remove specified waste materials from the mill site. Under the terms of the Order, 2023682 Ontario Inc. had until July 31, 2014 to pay the fines and to comply with the Court Order to remove the specified waste material and, in the interim, to ensure that there is no migration or discharge of these materials into the ground or water. The liabilities and obligations with respect to this fine are with 2023682 Ontario Inc. Nevertheless, the Company has obtained a contractual indemnity from 2023682 Ontario Inc. in respect of this matter and any related liabilities in the event that 2023682 Ontario Inc. does not duly satisfy its obligations and an agreement that 2023682 Ontario Inc. will hold harmless the Company for any fines, legal actions or penalties associated with this matter. In addition, the Company has an agreement with 2023682 Ontario Inc. pursuant to which 2023682 Ontario Inc. has undertaken to dispose, at its cost, of the material as required in the court order within the specified time. In the event that 2023682 Ontario Inc. defaults with respect to any of these obligations, the Company may be subject to liability and exposure, including the disposal of these materials, any interim discharge from these materials (which are not currently in a permitted tailings pond) and related fines. If our business is involved in one or more of these hazards, we may be subject to claims of a significant size that could force us to cease our operations. There has been a Notice of Garnishment served against Trio Resources, Inc. in the amounts of $45,874 CAD and $47,863 USD in respect of a claim against the Company’s CEO in his other business ventures. Currently, the motion is returnable in fiscal year 2015 and hence, the management cannot assess the likelihood of any outcome.

15. Commitment

On September 25, 2013, the Company entered into a Stairs Option/Joint Venture Agreement (the “Agreement”) with Teck Resources Limited (“Teck”), a corporation incorporated under the laws of Canada. Teck is the registered and beneficial owner of a 100% undivided leasehold interest (the “Teck Interest”) in the Stairs property located in Ontario (the “Property”).

Teck has agreed to grant the Company the sole, exclusive and irrevocable right and option (the “Option”) to acquire the Teck Interest, subject only to the Back-in Right and the NSR royalty reserved to Teck, upon and subject to the terms of the Agreement. If the Company exercises the Option and Teck exercises its Back-in Right, then the NSR Royalty will be extinguished and Trio and Teck will participate as joint venture partners for any further exploration or, if deemed warranted, development of the Property upon the terms set out in the Agreement.

In consideration for the grant of the Option, the Company issued 75,000 Units (the “First Units”), to Teck during the quarter ended December 31, 2013. Each “Unit” (First Units and Second Units) shall be comprised of one common share in the capital of the Company (a “Share”) and one non-transferable share purchase warrant (a “Warrant”).

Each Warrant that comprises the First Units shall entitle Teck to purchase one Share for a period of 24 months from the date of issue of the First Units at the price per common share equal to $0.60. The terms and conditions which govern the Warrants will be referred to on the certificates representing the Warrants, the terms of such certificates to be acceptable to Teck, acting reasonably, and will contain, among other things, anti-dilution provisions. Each Warrant that comprises the Second Units shall be exercisable for a period of 24 months from the date of issue of the Second Units at a price per share equal to $0.75.

F-18

Trio Resources, Inc.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

June 30, 2015 and 2014

Under the Agreement, Teck has granted to the Company the sole, exclusive and irrevocable right and Option to earn, subject to Teck’s Back-in Right and the NSR royalty reserved out of the grant, which rights and royalty were reserved from the Option. The Company may exercise the Option by:

Incurring an aggregate $1,500,000 in expenditures (the “Expenditures”) as follows:

On or Before	Cumulative Expenditures
June 30, 2015	$	245,000
September 30, 2015	$	1,000,000
September 30, 2016	$	1,500,000

		The Expenditure of $245,000 due to be incurred on or before June 30, 2015 is a commitment, whereas the balance of the Expenditures are optional; and

	d)	Issuing and delivering to Teck a further 25,000 Units (the “Second Units”) on completion of the Expenditures necessary to exercising the Option.

Upon the Company expending an aggregate of $1,500,000 in Expenditures and satisfying the other obligations under the Agreement, the Company shall forthwith provide Teck Notice (the “Option Expenditure Notice”), which shall include a statement in reasonable detail evidencing such Expenditures and a technical report on the results obtained from such Expenditures. On the date on which the Option Expenditure Notice is delivered, the Company will have exercised the Option and earned the Teck Interest subject to the Back-in Right and NSR royalty. As of such date, the Property shall be held in trust by Teck for the Company and, forthwith upon the Company exercising the Option unless Teck delivers the Back-in Notice, Teck will forthwith take all necessary steps to transfer registered title to the Company. If the Company has not incurred the requisite Expenditures as noted above, the Company may pay in cash to Teck, within 30 days of the listed due date, the amount of the deficiency and such amount shall thereupon be deemed to have been Expenditures duly and timely incurred by the Company.

As at June 30, 2015, the Company has incurred expenditure of approximately $45,000. The Company has not met required expenditures as at June 30, 2015 and cash repayment has not been completed within 30 days as mentioned above.

Rent Agreement

On June 13, 2014, the Company entered into a two year rent agreement with the Regus Group of Companies at a monthly rent of $2,800 per month with monthly payments started in July 2014.

Mining Property Claims

On July 30, 2014, the Company entered into a purchase and sale agreement to acquire certain non-patented mining property claims, located in Ontario. Pursuant to the agreement, the Company will acquire those mining property claims for a cash consideration of $64,048(CAD $80,000) and issuance of 400,000 shares of its common stock on the closing date. The purchase agreement also requires the Company to pay to the vendor 2% Net Smelter Return Royalty on minerals produced, saved and sold from the property. The agreement has not yet closed pending completion of certain legal formalities relating to the transfer of title to the Company.

On September 25, 2014, the Company entered into a purchase and sale agreement to acquire certain patented mining property claims, located in Ontario. Pursuant to the agreement, the Company will acquire those mining property claims for a cash consideration of $2. In addition, the Company has also agreed to pay all reasonable legal costs incurred by the vender with respect to the agreement and the acquisition. The Company will acquire the property on AS-IS-WHERE-IS condition without any representation or warranties from the vendor with respect to environmental and mine closure matters. The agreement has not yet closed pending completion of certain legal formalities relating to the transfer of title to the Company.

16. Fair Value Measurements

The Company’s financial instruments are exposed to certain financial risks, including credit risk and liquidity risk.

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash and accounts receivable. The Company places its cash with institutions of high creditworthiness. The carrying value of the financial assets represents the maximum credit exposure.

The Company minimizes credit risk by routinely reviewing the credit risk of the counterparty to the arrangement and maintains an allowance for doubtful accounts related to credit risk.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis and its expansionary plans. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash.

The Company is exposed to liquidity risk as its continued operation is dependent upon its ability to obtain financing, either in the form of debt or equity, or achieving profitable operations in order to satisfy its liabilities as they come due.

17. Subsequent Events:

The Company’s management has evaluated subsequent events through the filing date of these consolidated financial statements and has determined that there are no material subsequent events to report.

F-19

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information and financial data discussed below is derived from the unaudited condensed consolidated interim financial statements of Trio Resources, Inc. (“we,” “us” or the “Company”) for the nine months ended June 30, 2015 and were prepared and presented in accordance with generally accepted accounting principles in the United States.

Forward Looking Statements

Some of the statements contained in this Quarterly Report on Form 10-Q that are not historical facts are “forward -looking statements” which can be identified by the use of the terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Quarterly Report, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements to differ materially from those contemplated by such forward-looking statements include without limitation:

●	Our ability to raise capital when needed and on acceptable terms and conditions;

●	Our ability to attract and retain management;

●	Our ability to enter in to long-term supply agreements for the mineralized material;

●	General economic conditions; and

●	Other factors discussed in Risk Factors.

All forward looking statements made in connection with this Quarterly Report that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements you are cautioned not to place undue reliance on such forward looking statements.

Overview

We operate as a milling and exploration company in the province of Ontario, Canada. Our operations have been limited to acquiring our initial land holdings and patented claims and our initial milling and mining assets to allow us to begin to implement our plans to start small scale concentration of existing above ground mineral resources.

We are an exploration stage company and have not generated significant revenues to date. We are in the initial stages of developing our mineral properties, have very limited cash resources and are in need of substantial additional capital to execute our business plan. For these and other reasons, our independent auditors have raised substantial doubt about our ability to continue as a going concern.

As an exploration company, we have not as yet generated significant operating revenues and have incurred operating losses of $4,751,395 from our inception, May 16, 2012, to June 30, 2015, and of $137,201 and $716,879 for the three and nine months ended June 30, 2015, respectively. To date we have funded our operations through advances from a related party and from private third party lenders utilizing convertible notes and loans payable including a draw down loan payable totaling $2,517,214 as explained in detail in the section “Liquidity and Capital Resources”.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Property

The Company acquired the Duncan Kerr property in May 2012. This property is located in Ontario, Canada, approximately three kilometers southeast of the town of Cobalt. Main features of this property are summarized as below:

	●	The property is located in a region that is well known for its base and precious metal production. Past producing mines at Duncan Kerr have mined in excess of 32 million ounces of silver, and one of North America’s richest silver veins ever explored is located on the property per preliminary geologist report from TMK Associates on March 22, 2013.

	●	The Company’s plans include 5,000 meters of diamond drilling and other exploration at the Duncan Kerr project as well as upgrading its existing mill capacity to be able to process up to 360 tons per day.

	●	The Company has full rights and claims to this property including the existing mineralized material, onsite mill, other structures and equipment, and all surface and mineral rights.

	●	This property has a very strategic location in terms of its access to major highways, rail spurs, power and fresh water.

	●	Presence of estimated 1.3 million tons of mineralized material already located above ground.

Acquisition of TrioResources AG Inc.

On December 14, 2012, we entered into a share exchange agreement (the “Share Exchange Agreement”) with TrioResources AG Inc., pursuant to which we acquired 100% of the issued and outstanding equity securities of TrioResources AG Inc., which became our wholly owned subsidiary (the “Share Exchange”). Part of the consideration was a payment of $250,000, which was expensed during the year, to Ihar Yaravenka, the former, sole officer, director and controlling shareholder for him to surrender and cancel 1,500,000 shares of common stock of the Company. Prior to the completion of the Share Exchange, we had no assets or liabilities and we were a shell company.

Pursuant to the terms and conditions of the Share Exchange Agreement, we acquired 100% of the capital stock, 2,130,000 common shares, of TrioResources AG Inc. in exchange for the issuance of 2,130,000 shares of our common stock. The result is that the shareholders of TrioResourcses AG Inc. own 66.15% of the total outstanding shares of the Company effective the date of the Share Exchange Agreement.

Incorporation of Trio Precious Metals Inc.

Plan of Operations

The Company’s intention is to conduct exploration initiatives, with the purpose of being cash-flow positive by processing precious metals, and other valuable minerals. The Company utilizes modern mining and exploration technology in conjunction with focusing on combining the right blend of experienced mining consultants and technological management in order to remain competitive.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

We intend to conduct further exploration initiatives, in order to target additional high-concentration regions, which would be profitable to develop. Unlike other junior mining companies, we plan to have our exploration initiative coincide with our milling program, through which we are planning to be able to run a cash-flow positive business by producing precious metals, and other valuable minerals. By reinvesting the profits realized by capitalizing on our existing mineralized mineral stock piles, we anticipate having the ability to expedite our business plan, and fund some of the expansion of our operations, internally.

Results of Operations

We are an exploration stage company and have not generated significant revenue to date and consequently our operations are subject to all of the risks inherent in the establishment of a new business enterprise. Our operations have been limited to the purchase of our initial land position including 2 patented claims, and the acquisition of fixed assets which will be incorporated into our processing facility. Our analysis on the performance of the Company is as follows:

Balance sheet – As at June 30, 2015 and September 30, 2014

Cash/Bank indebtedness

At June 30, 2015 the Company had cash of $nil as compared to $4,374 as at September 30, 2014. The decrease is attributable to cash of $471,749 used in operations, partially offset by new financing of $317,973 and effect of foreign currency translation.

Accounts receivable

At June 30, 2015 the Company had accounts receivable of $34,364 as compared to $nil as at September 30, 2014. The balance represents amount receivable in respect of refining charges billed by Trio Precious Metal Inc. during the period.

Prepaid expenses and other receivables

At June 30, 2015 the Company had $28,917 of prepaid expenses and other receivables as compared to $47,949 as at September 30, 2014. The decrease of $19,032 mainly represented decrease in advances that were extended to CEO.

Loan receivable – related party and mining property claims

There was no change in the balance of loan from a related party in the amount of CDN 81,729 and patented claims of CAD 10,200. The variation in the balance as at June 30, 2015 as compared to September 30, 2014 reflected the change in foreign exchange rates.

Property and equipment

At June 30, 2015 the Company had $292,992 of net book value of property and equipment as compared to $340,794 as at September 30, 2014. The decrease of $47,802 represented amortization expense of $18,345 for the nine month periods ended June 30, 2015 and the effects of difference in foreign exchange rates during the nine month period ended June 30, 2015.

Accounts payable and accrued liabilities

At June 30, 2015 the Company had $1,126,861 of accounts payable and accrued liabilities as compared to $984,176 as at September 30, 2014.

Loans payable

At June 30, 2015 the Company had $654,493 of loans payable as compared to $379,826 as at September 30, 2014. The increase of $274,667 mainly represented new financing amounting to $250,000.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Convertible draw down loan payable

The Company entered into a one-year Convertible Draw Down Facility, dated as of November 1, 2012, with Seagel Investment Ltd. as lender, in the maximum amount of $500,000. As at June 30, 2015 and September 30, 2014 the amount outstanding under the Draw Down Facility was $425,000.

Convertible note payable – related party

At June 30, 2015 the Company had $400,321 of convertible note payable to a related party as compared to $446,101 as at September 30, 2014. The decrease for the nine month period ended June 30, 2015 represents the effects of change in foreign exchange rates. The note was issued on June 15, 2012 for a term of two years and carries interest at 3% per annum. This note is interest free for the first twelve months and has been extended for one more year.

Convertible notes payable – third parties and derivative liabilities

At June 30, 2015 the Company had $858,439 of convertible notes payable to third parties and derivative liabilities as compared to $917,108 as at September 30, 2014. The decrease primarily represents the effects of change in foreign exchange rates during the nine month periods ended June 30, 2015. All these outstanding notes as at June 30, 2015 were issued under multiple funding arrangements with third party investors for a term of two years and carry interest ranging from 8% to 12% per annum. The notes have been extended for one more year.

Derivative liabilities primarily comprise $47,758 pertaining to a new convertible note issued in Q2 with a face value of $30,000.

Statement of Operations – For the three and nine months ended June 30 2015 and 2014:

Revenue

Revenue comprises refining charges billed by Trio Precious Metal Inc. during the period.

Expenses

Our expenses are classified primarily into the following categories.

	●	Corporate expenses;

	●	Exploration and development costs;

	●	Interest and derivative expense; and

	●	Depreciation

Corporate expenses and exploration and development costs

Corporate expenses and exploration and development costs for the three and nine months ended June 30, 2015 were $122,877 and $601,970 as compared to $115,995 and $441,417 for the three and nine months ended June 30, 2014, respectively. The expenses which are generally included in these categories are consulting, legal, professional and edgarization charges. TrioResources AG Inc. was operating as a private limited company up to December 14, 2012, when it became public through a reverse merger transaction. The increase in corporate expenses and exploration and development costs in 2015 were mainly due to foreign exchange losses due to adverse movement in the value of the Canadian Dollar.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Interest expense, change in derivative liabilities and depreciation

Interest expense, change in fair value of derivative liability and depreciation for the three and nine months ended June 30, 2015 were $42,618, $nil and $6,071 and $129,263, $1,666 and $18,345 as compared to $63,731, $1,288 and $1,984, and $201,623, $18,627 and $5,986 for the three and nine months ended June 30, 2014, respectively. The decrease in interest expense for the three and nine months ended June 30, 2015 as compared to three and nine months ended June 30, 2014 was mainly due to no accretion expense on related party convertible note during the current period. Change in derivative liabilities represented the derivative loss recognized resulting from the changes in fair values of promissory convertible notes. Increase in depreciation expense represents depreciation on non-operational equipment.

Liquidity and Capital Resources

At June 30, 2015, the Company had a working capital deficit of $3,180,568 compared to a working capital deficit of $2,835,054 as at September 30, 2014. The Company is actively seeking various financing operations to meet the working capital requirements.

We have relied on equity financing and on third parties to provide financing for our operations by way of convertible notes and other loans. 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 to expand our exploration base. The Company anticipates that its future mill operations will generate positive cash flows in fiscal 2015 provided that it is successful in obtaining additional financing in the foreseeable future. The Company has negotiated a $500,000 Draw Down facility (Note 10) with Seagel Investments Corp. of which $425,000 has been drawn as at June 30, 2015. On November 27, 2013, the Company entered into a convertible promissory note agreement with a lender in the amount of $335,000 of which the Company obtained $75,000 during the year ended September 30, 2014. The Company raised $30,000 and $146,000 in the form of promissory notes during the nine months ended June 30, 2015 and year ended September 30, 2014 respectively.

In addition we will need to provide the Company with working capital. The amount and timing of capital required 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 to the largest mining asset base 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.

As at June 30, 2015, the outstanding convertible note from a related party and secured convertible notes under multiple funding arrangements with various third-party investors totals $2,517,214. To date we have funded our operations through equity financing, advances from a related party and from private third party lenders utilizing convertible notes and other loans.

Off-Balance Sheet Arrangements

We have no 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.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Critical Accounting Policies

Critical accounting policies are described in the Company’s Form 10-K for the year ended September 30, 2014.

Subsequent Events

We have evaluated subsequent events through the filing date of these financial statements and have determined that there are no material subsequent events to report.

Description of Property

Our principal executive offices are located at 100 King Street West, Suite 5600, Toronto, Ontario M5X 1C9.

The mining properties are located LOT 3, CON 4, Coleman Township, District of Temiskaming, Ontario.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Smaller reporting companies are not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, our chief executive officer and chief financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes during the three months ended June 30, 2015 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company did not sell any unregistered securities during the period of this report that have not otherwise been disclosed.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).*

32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.*

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRIO RESOURCES, INC.

Dated: August 31, 2015	By:	/s/ J. Duncan Reid
		J. Duncan Reid, Chief Executive Officer and
		Chief Financial Officer

Trio Resources, Inc. - FORM 10-Q - August 31, 2015

Attached files

Trio Resources, Inc. Reports