AGREEMENT

THIS AGREEMENT is dated 8 September 2009

BETWEEN:

(1)

TRILLIANT EXPLORATION CORP a company formed and existing under the laws of Nevada USA whose principal office is at 545 Eighth Avenue Suite 401 New York New York 10018, United States of America (the “Purchaser”); and

(2)

WELLGATE INTERNATIONAL LIMITED a Company registered under the laws of the British Virgin Islands whose registered office is at PO Box 3136 24 De Castro Street Wickhams Cay 1 Road Town Tortola British Virgin Islands (the “Seller”).

NOW IT IS AGREED as follows:

1.

DEFINITIONS

In this Agreement:

1.1

“Agreement” means this Agreement;

1.2

“Bozel Disclosure Letter” means the Disclosure Letter to be delivered by the Sellers to the Purchaser at Completion making disclosures against the Warranties in the agreed form;

1.3

“Bozel Warrants” means the warrants to subscribe for shares created pursuant to various Warrant Instruments dated 31 January 2008 and 1 July 2008, said warrants issued to Trafalgar Specialised Investments Fund, Crastvell Trading Limited and others entitling Warrant Holders to subscribe for shares in Bozel, and which warrants, if fully exercised, would give Warrant Holders approximately 45% of the Sale Shares on a fully diluted basis;

1.4

“Breach” means any instance of the Warranty being untrue, incorrect or misleading in any respect;

1.5

“Certificates of Good Standing and Incumbency” means certificates of Good Standing and Incumbency, or the equivalents of such certificates, for the Company and the Subsidiaries and the Purchaser and its subsidiaries ;

1.6

“Company” means, Bozel SA, a company organized under the laws of Luxembourg;

1.7

“Completion” means completion of the sale and purchase of the Sale Shares;

1.8

“ Completion Date” means 16 September 2009;

1.9

“Confidential Information” means all information not at present in the public domain used in or otherwise relating to the business, customers or financial or other affairs of the relevant company including, without limitation, information relating to:

(a)

the marketing of any products or services including, without limitation, customer names and lists and any other details of customers, sales targets, sales statistics, market share statistics, prices, pricing methods, discount practices, market research reports and surveys, and advertising or other promotional materials; and

(b)

future projects, business development or planning, commercial relationships and negotiations;

1.10

“ Consideration” means the consideration for the sale and purchase of the Sale Shares amounting to Eighty Million Dollars ($80,000,000) to be settled by the issue of the Consideration Shares to be delivered to the Seller pursuant to the provisions of clauses 5.1 below;

1.11

“Consideration Shares” means Common Shares in the capital of the Purchaser to the value of Eighty Million Dollars ($80,000,000) to be delivered to the Seller and Warrant Holders who have accepted the Offer to Warrant Holders and exercised their respective conversion rights or such lesser amount having regard to the provisions of Clauses 3.4 – 3.6 below based on the average volume weighted price of the Company’s shares during the 20 trading day period prior to Completion;

1.12

“CVRD” means Compagnia de Vale do Rio Dolce, a company registered in Brazil;

1.13

“CVRD Indemnity” means the Indemnity given by CVRD (known as Vale under the terms of the Original Acquisition Agreement);

1.14

“Debenture” means the Debenture in the agreed form to be executed by the Company to secure repayment of the Loan and all interest and other charges thereunder;

1.15

“Dollar or $” means the lawful currency of the United States of America;

1.16

“Encumbrance” means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, any other encumbrance or security interest of any kind, and any other type of preferential arrangement (including, without limitation, title transfer and retention arrangements) having a similar effect;

1.17

“Loan” means the loan in the sum of $20 million to be advanced by the Purchaser to the Company on or before Completion pursuant to the provisions of Clauses 5.3 – 5.6 below;

1.18

“Offer to Warrant Holders” means the offer to Warrant Holders to purchase all and any shares in the Company that may be issued and allotted as a result of the Warrant Holders converting their respective Bozel Warrants into shares in the capital of the Company, said offer to be made by the Purchaser in accordance with the terms of the Bozel Warrants and pursuant to the provisions of Clause 3.4 below; which offer shall remain in effect for 30 days from the date of the signature of this Agreement;

1.19

“Offer Letter” means the Offer letter dated 30 August 2009 from the Purchaser to the Seller outlining the sale and purchase envisaged under the terms of this Agreement;

1.20

“Original Acquisition Agreement” means the acquisition agreement between the Company and CVRD relating to the sale and purchase of Bozel Mineracao SA dated 12 February 2008;

1.21

“Parties” means the parties to this Agreement and “Party” means each such party severally;

1.22

“ Purchaser’s Solicitors” means GSC Solicitors, 31-32 Ely Place, London, EC1N 6TD;

1.23

“ Sale Shares” means the shares in issue in the capital of the Company owned by the Seller comprising 100% of the issued share capital of the Company or as the case may be the enlarged issued and allotted share capital of the Company that may be issued and allotted as a result of conversion of the Bozel Warrants following the issue of the Offer to Warrant Holders;

1.24

“Secured Indebtedness” means all sums due and payable by the Company to Trafalgar Capital Specialised Investment Fund and Crastvell Trading Limited;

1.25

“Subsidiaries” means Bozel Mineracao SA, Bozel Europe SAS and Bozel LLC which are each 100% owned by the Company;

1.26

“Trilliant Disclosure Letter” means the disclosure Letter to be delivered by the Purchaser to the Seller at Completion making disclosures against the Warranties in the agreed form;

1.27

“Warrant Holders” means holders of the Bozel Warrants;

1.28

“Warranties” means the mutual warranties, representations and undertakings set out in Schedule 1 below;

2.

INTERPRETATION

In this Agreement:

2.1

words importing the singular shall include the plural and vice versa ;

2.1.1

words importing any gender shall include all other genders;

2.1.2

words importing the whole shall be treated as including reference to any part of the whole;

2.1.3

reference to a Recital or Clause is to the relevant recital or clause of this Agreement; and

2.1.4

reference to this Agreement or to any other document is a reference to this Agreement or to that other document as modified, amended, varied, supplemented, assigned, novated or replaced from time to time;

2.2

Headings used in this Agreement shall not affect its construction or interpretation;

2.3

Words and phrases defined in any part of this Agreement bear the same meanings throughout this Agreement; and

2.4

Except as specifically stated in this Agreement any action required to be performed by a party to this Agreement which is required to be performed on a day which is not a business day shall be performed by the close of business on the immediately following business day.

3.

SALE AND PURCHASE

3.1

The Seller shall sell, as beneficial owner, with full title guarantee and the Purchaser shall purchase the Sale Shares free from all Encumbrances, including without limitation any claims, charges, liens, equities or other encumbrances, and together with all rights attached thereto including the rights to receive any dividend declared but unpaid with effect from Completion.

3.2

The Seller hereby waives all pre-emption rights which it has in relation to the Sale Shares pursuant to the Articles of Association of the Company or otherwise and in relation to the sale of the Sale Shares to the Purchaser.

3.3

The Seller covenants, save to the extent that Warrant Holders may have rights in respect of the Sale Shares, that the full legal and beneficial interest in the Sale Shares will be transferred to the Purchaser at Completion on the terms set out in this Agreement.

3.4

The Purchaser shall make the Offer to Warrant Holders immediately following signing and exchange of this Agreement offering to purchase all of the Sale Shares, assuming full conversion of Bozel Warrants, for the Consideration.

3.5

In the event any of the Warrant Holders elect not to participate in the proposed sale and purchase of the Sale Shares or take no action to respond to the Offer to Warrant holders as envisaged under the terms of this Agreement the Consideration and the number of Consideration Shares shall be adjusted accordingly on a pro rata basis.

3.6

For the avoidance of doubt the Warrant Holders not participating in the sale and purchase following expiry of the Offer to Warrant Holders shall no longer have any right to participate in the Sale and purchase envisaged under the terms of this Agreement.

3.7

The Purchaser covenants with the Seller not to issue and allot any new shares in the capital of the Purchaser between signing, exchange and Completion of this Agreement without first securing the written approval of any proposed allotee to the transaction contemplated by this Agreement including the appointment of Michel Marengere as Chairman and Chief Executive Officer of the Purchaser.

4.

CONDITIONS

4.1

This Agreement is conditional upon: the Parties carrying out mutual legal, financial, geological and engineering due diligence into the affairs and business carried on by the Company and the Subsidiaries and the Purchaser and its subsidiaries (as the case may be); each party securing all relevant shareholder, regulatory and other approvals to enable the transactions contemplated by this Agreement to proceed; and the satisfaction of all requirements and delivery of all funds and documents pursuant to Section 6 of this Agreement.

4.2

Between execution of this Agreement and exchange and Completion of the Agreement the Parties and their advisors shall carry out mutual due diligence and in the event any material issue arises concerning due diligence or the ability of either party to perform pursuant to Section 6 herein, either Party acting in good faith may on notice in writing terminate this Agreement in which case neither Party shall have any further obligation to the other.

4.3

The Offer to Warrant Holders and Completion of this Agreement is conditional upon the Purchaser purchasing not less than 66% of the issued capital of the Company after exercise of the Bozel Warrants on a fully diluted basis.

5.

CONSIDERATION AND LOAN

5.1

The Consideration payable to the Seller and the Warrant Holders who convert their respective Bozel Warrants into shares in the capital of the Company for the Sale Shares shall, subject to any adjustment pursuant to the provisions of clauses 3.4 – 3.6 above, amount to Eighty Million Dollars ($80,000,000) payable by the issue and allotment of the Consideration Shares..

5.2

At Completion the Purchaser shall advance the Loan to the Company.

5.3

The Loan shall subsist for a term of one year and shall carry an interest coupon, at the rate of not to exceed 14% per annum. In addition, the Loan may contain other terms and conditions consistent with market terms generally available for a loan of this type.

5.4

As security for the Loan the Company shall execute the Debenture on drawdown of the Loan.

5.5

The Loan shall be applied in paying the Secured Indebtedness and to provide working capital for the Company.

6.

COMPLETION

6.1

Completion shall take place at the offices of the Purchaser’s Solicitors on the Completion Date, or at such other location as mutually agreed upon by the Parties.

6.2

At Completion the Seller shall deliver to the Purchaser:

6.2.1

share certificates for the Sale Shares together with Stock Transfer Forms duly signed in favour of the Purchaser;

6.2.2

the Certificates of Incorporation of the Company and the Company’s Statutory Books Minute Books, books of account and other customary records and papers of the Company and the Subsidiaries;

6.2.3

a copy of the Memorandum and Articles of Association of the Company;

6.2.4

all statutory papers for the Subsidiaries together with share certificates in the name of the Company;

6.2.5

a Certificates of Good Standing and Incumbency; and

6.2.6

a capitalization table showing the capital structure of the Company immediately preceding Completion on a fully diluted basis.

6.3

At Completion the Seller shall procure that the Directors of the Company shall convene and hold a meeting of the Board of Directors of the Company at which the Directors shall:

6.3.1

in the case of the Company, vote in favour of the registration of the Purchaser as member of the Company in respect of the Sale Shares;

6.3.2

appoint William Lieberman as director of the Company with immediate effect and approve the resignations of such persons as directors and secretary as may be required by the Purchaser provided however that Michel Marengere shall remain a Director, Chairman and CEO of the Company and the Subsidiaries, and as Chairman and Chief Executive Officer of the Purchaser on mutually agreed terms;

6.3.3

approve the Loan and the execution of the Debenture and any other letters or deeds of priority with other secured lenders to the Company; and

6.3.4

Approve th