Exploration Agreement

Exploration Agreement - --------------------------------------------------------------------------------


This Exploration Agreement ("Agreement") is made and entered into as of June 2, 2008 (the "Effective Date") by and between Case Financial, Inc ("CASE"), a company incorporated in the State of Delaware USA, and Trio Gold Corp ("TRIO"), a company incorporated in the Province of Alberta Canada (collectively, the "Parties").


RECITALS
--------


A. TRIO has leased and has an option to purchase a 100% interest in 29
unpatented lode mining claims located in Nevada within the Carlin Gold
Trend (the "Claims"). This Mineral Lease and Purchase Option Agreement
(the "Mineral Lease") held by TRIO is attached as Exhibit A. The Claims
are also subject to an exchange agreement between TRIO and McWatters
Mining Inc., granting McWatters a 1.5% Net Smelter Return, said
agreement attached hereto as Exhibit B (the "Exchange Agreement").


B. TRIO desires to grant to CASE and CASE desires to earn a 70% undivided
interest in the Claims, and all easements, rights-of-way, water rights
and other appurtenances associated therewith (collectively, the
"Property"), pursuant to the terms and conditions of this Agreement.


C. This Agreement defines the rights and obligations of CASE and TRIO
during an earn-in period commencing in June 2008 and completing in
December 2010 (the "earn-in period") where CASE earns a 70% undivided
interest in the Property. It is contemplated that CASE and TRIO shall
enter into a formal joint venture agreement (the "Joint Venture") once
the earn-in period is complete.


AGREEMENT
---------


1. Formation of a Management Committee


1.1. During the earn-in period, CASE and TRIO shall form a management
committee to oversee exploration of the claims and each party
will have equal representation on the committee. The initial
size of the committee shall be four, two representatives
appointed by CASE and two representatives appointed by TRIO. The
size of the committee may be changed at anytime through
unanimous agreement of the Parties provided that CASE and TRIO
retain equal representation on the committee. Either party may
change its representatives at anytime by providing written
notification to the other party of the change. In the event of a
tie vote from the management committee during the earn-in
period, then TRIO will have the deciding vote.


1.2. The management committee shall have full control over the
approval of work plans and annual expenditure amounts. Such
approval shall not be unreasonably withheld.


1.3. The management committee shall remain in effect after the
earn-in period until such time that it is superseded by the
Joint Venture.


2. TRIO's Role as Operator


2.1. During the Earn In Period, TRIO shall be the operator of the
Property and shall be granted all rights necessary or incident
to or for the performance of its activities under this
Agreement, including, but not limited to, the authority to apply
for all necessary permits, licenses and other approvals from the
United States of America, the State of Nevada or any other
governmental or other entity having regulatory authority over
any part of the Property.


2.2. During the Earn-In Period, TRIO and its employees, agents and
independent contractors shall have the exclusive right to enter
upon the Property and to conduct such prospecting, exploration,
or other mining work as they desire and as is permitted by
Federal and Nevada laws. In addition TRIO shall have the right
to bring upon and erect upon the Property such buildings,
plants, machinery and equipment as TRIO may deem necessary or
desirable to carry out such activities.


2.3. In the conduct of its exploration, development and other
activities on the Property, TRIO shall be responsible for
compliance with applicable laws and regulations, including laws
and regulations related to exploration, development, mining and
reclamation.


2.4. TRIO shall be responsible to make timely payments of required
claim maintenance fees, royalties, property taxes, and any other
payments required to maintain the Claims. TRIO shall also be
responsible for timely filing and recording of all documents
required to evidence the payment of required claim maintenance
fees.


2.5. Exploration and maintenance costs defined in this section are
collectively referred to as "Operational Costs".


2.6. TRIO shall permit CASE, or its representative duly authorized in
writing, to visit and inspect the Property at all reasonable
times and intervals, and data obtained by TRIO as a result of
its operations thereon, provided always that CASE or its
representative will abide by the rules and regulations laid down
by TRIO relating to matters of safety and efficiency in its
operations.


2.7. TRIO shall ensure that all work performed by TRIO and its
contractors on the Property is done in a good and workmanlike
fashion and in accordance with all applicable laws, regulations,
orders and ordinances of any governmental authority.


2.8. TRIO shall deliver to CASE, forthwith upon receipt thereof,
copies of all reports, maps, assay results and other technical
data compiled by or prepared at the direction of TRIO with
respect to the Property, as well as monthly reports as to the
Operational Costs incurred by TRIO.


2.9. Not later than March 1 of each calendar year, TRIO shall deliver
to the management committee a work plan and budget for
exploration of the Property during that calendar year. The work
plan shall describe the exploration goals and general scope of
work and the budget shall identify the Operational Costs to be
expended and the anticipated schedule of funding requirements.
The management committee shall have final approval authority for
the work plan and budget.


2.10. TRIO's role as operator shall remain in effect after the earn-in
period until such time that it is superseded by the Joint
Venture.


3. CASE's Obligations under This Agreement


3.1. CASE shall provide $4.0M in funding to cover Operational Costs
subject to approval by the management committee defined in
Section 1 according to the following schedule:


o $1,000,000 during the 2008 budget year
o $2,000,000 during the 2009 budget year
o $1,000,000 during the 2010 budget year


Each budget year shall commence on January 1 of that year and
end on December 31 or that same year.


3.2. Once CASE has provided $4.0M in funding for the project, CASE
and TRIO shall fund the Operational Costs jointly, with CASE
providing 70% of the funds and TRIO providing 30% of the funds.


3.3. CASE shall pay a minimum annual royalty during the earn-in
period to TRIO according to the following schedule (the "CASE
Shares"):


o 250,000 shares of CASE's common stock upon signing of this
agreement
o 500,000 shares of CASE's common stock on April 1, 2009
o 250,000 shares of CASE's common stock on April 1, 2010


4. TRIO's Obligations under This Agreement


4.1. TRIO shall continue to perform its obligations under the terms
of the Mineral Lease. This includes payments made under the
terms of the Mineral Lease covered in paragraph 2.4 as well as
any other obligations under the terms of the Mineral Lease. In
the event that TRIO fails to meet any of these obligations, CASE
shall be allowed but not required to fulfill that obligation in
order to preserve TRIO's interest in the Claims.


4.2. Once CASE has provided $4.0M in funding for the project, CASE
and TRIO shall fund the exploration costs jointly, with CASE
providing 70% of the funds and TRIO providing 30% of the funds.


4.3. At the completion of the earn-in period and subject to CASE
meeting all of its obligations under Section 3 of this
agreement, TRIO shall assign 100% its interest in the Claims to
the Joint Venture under the terms set forth in Section 5 below.


5. Joint Venture after the Earn-In Period


5.1. Upon completion of the earn-in period, a Joint Venture is to be
formed according to the terms listed below.


5.2. CASE shall have earned an initial 70% interest in the Joint
Venture through the completion of its obligations during the
earn-in period.


5.3. TRIO shall have earned an initial 30% interest in the Joint
Venture through the assignment of the Claims to the Joint
Venture.


5.4. Both parties will participate in expenditures by the Joint
Venture on the Property in accordance with their respective
interests therein, or have their interest diluted in accordance
with a straight-line dilution formula. In determining potential
dilution, upon earn-in by CASE, CASE's initial expenditure base
shall be equal to $4.0M and TRIO's initial expenditure base
shall be equal to $1.7M.


5.5. If through dilution the interest of a party is reduced to less
than ten percent (10%), then that party's participating interest
shall automatically be converted to a 3% Net Smelter Royalty
(NSR). Payment of this royalty shall be made not later than
thirty (30) days after receipt of payment from the purchaser.
All payments shall be accompanied by a statement explaining the
manner in which the payment was calculated. The "Net Smelter
Royalty" (NSR) in this Agreement shall have the same meaning as
"Net Smelter Returns" as defined in Exhibit B to the Mineral
Lease attached hereto as Exhibit "A".


5.6. This Joint Venture shall remain in effect for twenty-five years
or as long as the claims are being actively mined or developed,
whichever is longer. After the completion of the Joint Venture
the Claims shall revert back to TRIO.


6. Representations and Warranties made by CASE


CASE represents and warrants to TRIO that:


6.1. CASE is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware, and is qualified to do
business and in good standing under the laws of the State of
California. CASE has the requisite corporate authority and
capacity to carry on business as presently conducted, to enter
into this Agreement, and to perform all of its obligations
hereunder.


6.2. The entering into of this Agreement and the performance by CASE
of its obligations hereunder will not violate or conflict with
any applicable law or any order, decree or notice of any court
or other governmental agency, nor conflict with, or result in a
breach of, or accelerate the performance required by any
contract or other commitment to which CASE is a party or by
which it is bound.


6.3. The CASE Shares will, at the time of delivery to TRIO, be duly
authorized and validly allotted and issued as fully paid and
non-assessable, free of any liens, charges or encumbrances.


6.4. No order ceasing or suspending trading in securities of CASE or
prohibiting the sale or issuance and delivery of such securities
is outstanding, and no proceedings for such purpose are pending
or, to the best of the knowledge of CASE, threatened.


6.5. On the date of receipt by TRIO of the certificate or
certificates representing the CASE Shares, every consent,
approval, authorization, order or agreement of the Regulatory
Authorities that is required for the issuance of the CASE Shares
and the delivery to TRIO of such certificate or certificates to
be valid will have been obtained and will be in effect.


6.6. The CASE Shares are part of a class of shares of CASE that is
currently listed and posted for trading on a recognized Exchange
and, at the time of the delivery of the certificates
representing the CASE Shares to TRIO, will have been approved
and listed on a recognized Exchange.


6.7. All requisite corporate action on the part of CASE, and on the
part of its officers, directors and shareholders, necessary for
the execution, delivery and performance by it of this Agreement
and all other agreements contemplated hereby, have been taken.
This Agreement and all agreements and instruments contemplated
hereby are, and when executed and delivered by it (assuming


valid execution and delivery by the other party), will be legal,
valid and binding obligations of its enforceable against it in
accordance with their respective terms. Notwithstanding the
foregoing, no representation is made as to the availability of
equitable remedies for the enforcement of this Agreement.
Additionally, this representation is limited by applicable
bankruptcy, insolvency, moratorium, and other similar laws
affecting generally the rights and remedies of creditors and
secured parties.


7. Representations and Warranties made by TRIO


TRIO represents and warrants to CASE to the best of its knowledge and understanding that:


7.1. The Mineral Lease provided as in Exhibit "A" is valid and in
full force and TRIO is not in violation of any of the terms of
the agreement. Furthermore, the Property is free and clear of
any other liens, claims, or encumbrances other than those
identified in the Mineral Lease and the Exchange Agreement as
per Exhibit B.


7.2. All operations and activities conducted by or on behalf of TRIO
on the Claims have been conducted in compliance with applicable
federal, state and local laws, rules and regulations, including
without limitation Environmental Laws.


7.3. TRIO is duly formed, validly existing and in good standing under
the laws of the Province of Alberta, and is qualified to do
business in the State of Nevada. TRIO has the requisite
authority and capacity to carry on business as presently
conducted, to enter into this Agreement, and to perform all of
its obligations hereunder.


7.4. There are no outstanding agreements, leases or options (whether
oral or written) which contemplate the acquisition of the Claims
or any interest therein by any other person or entity other than
those identified in the Mineral Lease and the Exchange
Agreement.


7.5. The entering into of this Agreement and the performance by TRIO
of its obligations hereunder will not violate or conflict with
any applicable law or any order, decree or notice of any court
or other governmental agency, nor conflict with, or result in a
breach of, or accelerate the performance required by any
contract or other commitment to which TRIO is a party or by
which it is bound.


7.6. All requisite action on the part of TRIO, and on the part of its
officers and members, necessary for the execution, delivery, and
performance by it of this Agreement and all other agreements
contemplated hereby, have been taken. This Agreement and all
agreements and instruments contemplated hereby are, and when
executed and delivered by it (assuming valid execution and
delivery by the other party), will be, legal, valid, and binding
obligations of it enforceable against it in accordance with


their respective terms. Notwithstanding the foregoing, no
representation is made as to the availability of equitable
remedies for the enforcement of this Agreement or any other
agreement contemplated hereby. Additionally, this representation
is limited by applicable bankruptcy, insolvency, moratorium, and
other similar laws affecting generally the rights and remedies
of creditors and secured parties.


7.7. To the best of its knowledge, information and belief, there are
no adverse environmental conditions at the Property that could
result in a violation of or liability under any federal, state
or local laws, rules or regulations concerning protection of the
environment or human health and safety ("Environmental Laws").
In conducting activities on the Property, TRIO has complied with
all applicable Environmental Laws as they relate to the Property
and there have been no breaches of or liabilities caused or
permitted to arise by TRIO under any Environmental Laws. TRIO
has not received notification from any person, including without
limitation, any governmental authority, of any potential breach
or alleged breach of any applicable Environmental Laws relating
to the Property or of any inspection or possible inspection or
investigation by any governmental authority under any applicable
Environmental Laws relating to the Property. TRIO has not
received any notification of and has no knowledge of the
presence of any contaminants (including hazardous substances or
materials, dangerous goods, chemicals or toxic wastes) in the
soil or water in, on or under the Property and TRIO has not been
the subject of any claims or incurred any expenses in respect of
the presence of any contaminants in the soil or water in, on or
under the Property.


7.8. There are no actions, suits or proceedings pending or, to the
knowledge of TRIO, threatened against or affecting the Property,
including any actions, suits, or proceedings being prosecuted by
any federal, state or local department, commission, board,
bureau, agency, or instrumentality. To the knowledge of TRIO, it
is not subject to any order, writ, injunction, judgment or
decree of any court or any federal, state or local department,
commission, board, bureau, agency, or instrumentality, which
relates to the Property.


8. Termination of this Agreement


8.1. CASE may in its sole discretion terminate this Agreement at any
time by giving not less than 30 days prior written notice to
that effect to TRIO. Upon expiry of the 30 day notice period, or
if the Agreement is terminated pursuant to any other provision
of this Agreement, the Agreement will be of no further force and
effect. Upon such termination, CASE shall have no further
obligation to incur Operational Costs on or for the benefit of
the Property and shall have no further obligations or
liabilities to TRIO under this Agreement or with respect to the
Property (including without limitation liability for lost
profits or consequential damages as a result of an election by
CASE to terminate this Agreement), other than to reclaim (in
accordance with applicable law) any disturbances of the Property


made while this Agreement was in effect. TRIO hereby agrees to
grant CASE such access to the Property as is reasonably
necessary to complete any required reclamation.


8.2. In the event that CASE is in default in the observance or
performance of any of CASE's covenants, agreements or
obligations under this Agreement, TRIO may give written notice
of such alleged default specifying the details of same. CASE
shall have 60 days following receipt of said notice (or, in the
event CASE in good faith disputes the existence of such a
default, 60 days after a final, non-appealable order of a court
of competent jurisdiction finding that such a default exists)
within which to remedy any such default described therein, or to
diligently commence action in good faith to remedy such default.
If CASE does not cure or diligently commence to cure such
default by the end of the applicable 60 day period, then TRIO
shall have the right to terminate this Agreement by providing 60
days advance written notice to CASE. In the event of such
termination, the provisions of paragraph 8.1 shall apply with
respect to the parties' ongoing obligations and liabilities.


8.3. Upon written notice of termination of this agreement by either
party, CASE's obligation to issue shares of its common stock to
TRIO or assignee shall be cancelled for all shares scheduled to
be issued after that notification date.


8.4. If this agreement is terminated after CASE provides the first
$3.0M in funding for the Claims, CASE shall have been deemed to
abandon any interest in the Joint Venture but would have earned
a 2% Net Smelter Royalty (NSR) on the Claims.


8.5. If this agreement is terminated after CASE provides the first
$4.0M in funding for the Claims, CASE shall have been deemed to
abandon any interest in the Joint Venture but would have earned
a 3% NSR on the Claims.


9. Assignment


9.1. This Agreement shall be binding upon and inure to the benefit of
the parties and their permitted successors and assigns.


9.2. CASE may, upon the prior written approval of TRIO, which
approval shall not be unreasonably withheld, assign this
Agreement to other parties that are not affiliated with CASE at
any time, provided that the assignee agrees in writing to assume
all CASE's obligations under this Agreement. Upon such
assignment, or an assignment to an affiliate (as described
below), CASE shall have no further obligations or liabilities
under this Agreement.


9.3. At any time, and without the consent of TRIO, CASE may assign
this Agreement (a) to one or more of its affiliates upon the
affiliate assuming all of CASE's obligations under this


Agreement (affiliate meaning any entity which directly or
indirectly controls or is controlled by, or under common control
with, CASE); (b) in connection with a pledge by CASE for
financing purposes, (c) in connection with a corporate merger or
reorganization involving CASE, or (d) in connection with a sale
of all or substantially all of CASE's assets.


9.4. TRIO may, upon the prior written approval of CASE, which
approval shall not be unreasonably withheld, assign its interest
in the Property and this Agreement to other parties that are not
affiliated with TRIO at any time, provided that the assignee
agrees in writing to assume all TRIO's obligations under this
Agreement. Upon such assignment, or an assignment to an
affiliate (as described below), TRIO shall have no further
obligations or liabilities under this Agreement.


9.5. At any time, and without the consent of CASE, TRIO may assign
its interest in the Property and this Agreement (a) to one or
more of its affiliates upon the affiliate assuming all of TRIO's
obligations under this Agreement (affiliate meaning any entity
which directly or indirectly controls or is controlled by, or
under common control with, TRIO); (b) in connection with a
pledge by TRIO for financing purposes, (c) in connection with a
corporate merger or reorganization involving TRIO, or (d) in
connection with a sale of all or substantially all of TRIO's
assets.


10. Dispute Resolution


10.1. If the Parties are unable to resolve a dispute arising under
this Agreement, then either party may reque ...