LETTER OFINTENT
THIS LETTEROFINTENTisdated forreference June11,2012(the"EffectiveDate")
BETWEEN:
TRILLIANT EXPLORATIONCORPORATION,c/o 545 Eighth Ave Suite 401, New York,NY 10018
("TTXP')
AND:
COPPER ISLANDMINESLTO.c/o 906Island Highway, Campbell River, BC V9W 2C3
("CIM")
WHEREAS:
TTXP, a Nevada Corporation, provides thisbinding Letter of Intent ("Agreement") to CIM, a companyregisteredin theprovince of British Columbia, as an acknowledgement of intent to enter into a definitive agreement with CIM to acquirea twenty percent (20%) interest inCIM and maintain the 20% interestin a wholly owned subsidiaryof TTXP.The 20% interest is to be comprisedof theClass C Common Stock of CIM.
NOWTHEREFORE,in considerationofthe foregoing and the mutual premisesherein,and for thevaluable consideration ofone million five hundred (1,500, 000)shareof TTXP restricted common stock, the partiesheretoandherebyrepresent andagreeas follows:
1.Acquisition
It is intendedthat TTXP shall, subject tothe terms and conditions set forth herein acquirea 20%
interest inCIM.The 20%interest willbecomprised ofClass CCommon Stock CIM shares.
2.Object ofAgreement
Theobject of this Agreement is toestablish andregulate TIXP' s initial acquisition of an interest in CIM.
Thepartieshereby agree thatTTXP will provide CIM with1,500,000 shares ofTIXP restricted common stock on the signing of thisAg.reement. A
The partiesalso agree thatwithin seve11{ y(98tdays from the Effective Date (the"Closing Date"),
TIXP will pay infull, to CMI, the amount required toacquire a 20%interest in CIM. The fulland total amount for this acquisition will be determined by futurediscussions between TIXP and CIM.
3.Access to Information
Immediatelyupon TTXPand CIM' s execution of thisAgreement.theparties andtheirrespective attorneys,accountantsand financial advisors willhave full access duringnormal business hours to all employees. consultants. assets, properties, books,accounts,records, tax returns.contracts and other documents, provided, however that such access will not materiallyinterfere with the normal business operations of such corporation. Inthe event the partiesterminate their discussions for anyreasonTTXP willpromptly returnall documents and other materials so providedto it.
4. Use and Confidentiality
(a)Allof the information. records, booksand data to which each partyand/or their respective representatives are given access assetforth above will be used bysuch party solely for the purpose of analyzing the other party heretoand will be treated on aconfidential basis. The terms, conditions andexistenceof this Agreement anu all further discussions betweenthe parties will also betreated on a confidential basis, subject toappropriate disclosure to regulatory authorities and asotherwise required by the rulesofany regulatory authorities.
(b)CIM possesses valuable proprietary information, including but not limited to, all written or computer-generated information, know-how,ideas, concepts.maps, assay results. engineering reports, geological reports, metalurgical reports, geological models, owned or optionedmineral tenures, areas ofpotential mineral value(claimed, optionedor otherwise). data, plans,
operating, performance and cost reformation and data, drawings, designs, processes, schedules, documentation, specifications,construction plans, contactlists, business plans, potential mineand milling plans andapplications, geological models, andother general information relating to, its subsidiaries, affiliates,related parties andthe business, finances, properties,exploration and development work, seNices (including, withoutlimitation, anyother written reports, computerdiskettesand other software) related to, its subsidiaries, affiliatesand related parties.
(c) All such confidential or proprietary informationand all other record bearing media containing or disclosing such mformationand techniquesand any documents, analyses, compilations, forecasts orstudies prepared on the basis ofsuch confidential information, including notes takenfrom verbalinformationexchanges,which are directly orindirectly disclosed by CIM to TIXPare hereinafter referred to asthe"Confidential Information."
(d)TIXPshall keep confidential and not publish,disseminate, distribute, disclose,sell, assign, copy, commercially exploit, or otherwise makeuseof any Confidential Information (whether obtained through meetings, discussions or any other exchangeof information between the parties) toor for theuseorbenefit of TIXPorany otherperson, firm, corporation orentity, except as specifically approved in writing by CIM or as required for evaluation of the business
5.Cost and Expenses
Except as otherwisespecifically set forthherein,eachparty will bearits owncostsand expenses.
6.Choice ofLaw
This Agreementshall be gov erned by, and construed maccordance withlaws of British
Columbia.
7. Tennination
This Letterof agreement maybe terminated: by mutual writtenconsent of the parties; upon execution by the parties ofthe Memorandum of Understanding; or uponwritten notice byeither party prior to the ClosingDate.
8.Execution in Counterpart
This Agreementmaybe ex ecuted 1n anynumber of counterparts or byfacsimile, each ofwhich shall together, for all purposes, constitute oneandthe same instrument, binding onall parties, and each of wh1ch shalltogether be deemed to be an original, notwithstanding thatall of the
parties are not signatory to the same counterpartor facsimile.
IN WITNESS WHEREOFthe parties have set their respective hands and seals as of the date first written.
COPPER ISLANDMINES LTD. TRILLIANT EXPLORATION, CORP.
Per:
