NEWCASTLE RESOURCES LTD. (Form: 20-F, Received: 12/27/2010 15:00:24)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark One)

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the fiscal year ended ________________

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

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

Date of event requiring this shell company report: December 22, 2010

For the transition period from ____________to ____________

Commission file number 000-50112

NEWCASTLE RESOURCES LTD.
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

Ontario, Canada
(Jurisdiction of incorporation or organization)

Suite 200 – 455 Granville Street
Vancouver, British Columbia, Canada V6C 1T1
(Address of principal executive offices)

David Hall, President,
604.684.4312
Suite 200 – 455 Granville Street
Vancouver, British Columbia, Canada V6C 1T1
Facsimile: (604) 687-6314
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
Not Applicable	Not Applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares Without Par Value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Not Applicable
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: 27,053,957 common shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] YES [X] NO

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
[ ] YES [ ] NO

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 past 90 days.
[X] YES [ ] 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).
(Not applicable to the registrant at this time) [ ] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP [ ]	International Financial Reporting Standards as issued	Other [X]
	by the International Accounting Standards Board [ ]

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
[X] Item 17 [ ] Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] YES [ ] NO

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO

GENERAL INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This Form 20-F is filed as a “Form 20-F Shell Company Report” by Newcastle Resources Ltd. following the completion of the acquisition of 55.3% of the issued and outstanding common shares of TrichoScience Innovations Inc. (“TrichoScience”) and all of the issued and outstanding common shares of 583885 B.C. Ltd. (“583885”) on December 22, 2010, as a result of which we ceased to be a “shell company”, as defined in Rule 12b-2 of the Securities Exchange Act of 1934.

As further described in this Form 20-F, on December 22, 2010, we closed a share exchange agreement with TrichoScience and certain of its shareholders pursuant to which we acquired 50.7% of the issued and outstanding common shares of TrichoScience in exchange for the issuance by us to certain shareholders of TrichoScience of an aggregate of 11,155,162 shares of our common stock, 5,577,581 of our Class B preferred shares and 5,577,581 of our Class C preferred shares, on a pro rata basis. On the same date, we completed the purchase of 1,000,000 TrichoScience shares from treasury for a purchase price of $1,000,000, such that upon completion of the share exchange and purchase of the 1,000,000 TrichoScience shares from treasury, we currently hold 55.3% of the issued and outstanding shares of TrichoScience.

Also, on December 22, 2010, we closed a share exchange agreement with 583885 and its shareholders pursuant to which we acquired all of the issued and outstanding shares of 583885 in exchange for the issuance by us to the shareholders of 583885 of an aggregate of 4,400,000 shares of our common stock.

As a result of the closing of the share exchange agreements, TrichoScience and 583885 became subsidiaries of our company. As the shareholders of TrichoScience will control more than 50% of the issued and outstanding voting common shares and preferred shares of our company after the acquisition, we have determined to treat the acquisition of the applicable shares of TrichoScience as a reverse acquisition for accounting purposes. TrichoScience is the acquirer for accounting purposes. As such, the financial information, including the operating and financial results, historical financial information and audited financial statements, included in this Form 20-F are that of TrichoScience rather than that of our company prior to the completion of the share exchange transactions.

In this Form 20-F, references to “we”, “us”, “our” and “Newcastle” refers to Newcastle Resources Ltd., an Ontario, Canada, corporation, and our subsidiaries, TrichoScience and 583885, as applicable. Unless otherwise stated, “$”, when used in this Form 20-F, refers to Canadian dollars.

This shell company report on Form 20-F contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intend”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, or “continue”, or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, including the risks in the section entitled “Risk Factors” commencing on page 10, uncertainties and other factors, which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These risks and uncertainties include:

negative results from our clinical trials, including that our hair cell replication technology may not work as planned or may not be effective at causing the re-growth of hair follicles or the rejuvenation of damaged, miniaturized follicles;
the effects of government regulation on our business;
the viability and marketability of our hair cell replication technology;
our failure to successfully implement our marketing plan;
the development of superior technology by our competitors;
the failure of consumers and the medical community to accept our technology as safe and effective;

risks associated with our ability to obtain and protect rights to our intellectual property;
risks and uncertainties associated with our ability to raise additional capital; and
other factors beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of such factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

TABLE OF CONTENTS

PART I			7
	ITEM 1.	Identity of Directors, Senior Management and Advisers	7
	ITEM 2.	Offer Statistics and Expected Timetable	7
	ITEM 3.	Key Information	7
	ITEM 4.	Information on Newcastle Resources Ltd	15
	ITEM 4A	Unresolved Staff Comments	23
	ITEM 5.	Operating and Financial Review and Prospects	23
	ITEM 6.	Directors, Senior Management and Employees	28
	ITEM 7.	Major Shareholders and Related Party Transactions	36
	ITEM 8.	Financial Information	38
	ITEM 9.	The Offer and Listing	39
	ITEM 10.	Additional Information	41
	ITEM 11.	Quantitative and Qualitative Disclosures About Market Risk	51
	ITEM 12.	Description of Securities Other Than Equity Securities	51

PART II			51
	ITEM 13.	Defaults, Dividend Arrearages and Delinquencies	51
	ITEM 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	51
	ITEM 15.	Controls and Procedures	51
	ITEM 15T	Controls and Procedures	51
	ITEM 16.	[Reserved]	51
	ITEM 16A	Audit Committee Financial Expert	51
	ITEM 16B	Code of Ethics	51
	ITEM 16C	Principal Accountant Fees and Services	52
	ITEM 16D.	Exemption from the Listing Standards for Audit Committees	52
	ITEM 16E	Purchases of Equity Securities the Company and Affiliated Purchasers	52
	ITEM 16F	Change in Registrant’s Certifying Accountant	52
	ITEM 16G	Corporate Governance	52
	ITEM 17.	Financial Statements	52
	ITEM 18.	Exhibits	94

PART I

ITEM 1. Identity of Directors, Senior Management and Advisers

A. Directors and Senior Management

The names, business addresses and functions of our directors and senior management are as follows:

Name	Business Address	Function
David Hall	Suite 200 – 455 Granville Street Vancouver, BC V6C 1T1	President and Director
Peter Jensen	Suite 1820 – 925 West Georgia Street Vancouver, BC V6C 3L2	Chairman of the Board and Director
Matt Wayrynen	Suite 200 – 455 Granville Street Vancouver, BC V6C 1T1	Vice President of Corporate Development and Director
Dr. Rolf Hoffmann	In den Eschmatten 24 79117 Freiburg, Germany	Chief Medical Officer and Director
Brent Petterson	Suite 200 – 455 Granville Street Vancouver, BC V6C 1T1	Chief Financial Officer
Pamela Lynch	Suite 200 – 455 Granville Street Vancouver, BC V6C 1T1	Corporate Secretary

B. Advisers

Not applicable.

C. Auditors

The name, address, and membership in professional bodies of our auditors are as follows:

Name and Address ⁽¹⁾	Governing Professional Body	Period
BDO Canada LLP Suite 600 - Cathedral Place 925 West Georgia Street Vancouver, BC, Canada V6C 3L2	Institute of Chartered Accountants of British Columbia; registered with the Canadian Public Accountability Board (Canada) and the Public Company Accounting Oversight Board (USA)	The period from the incorporation of TrichoScience on September 7, 2006 to present

(1)	Prior to the completion of the share exchange transactions with TrichoScience and 583885, our auditors were Manning Elliott LLP of Suite 1100 – 1050 West Pender Street, Vancouver, BC V6E 3S7, which audited the financial statements of our company for the years ended December 31, 2009, 2008 and 2007.

ITEM 2. Offer Statistics and Expected Timetable

Not applicable.

ITEM 3. Key Information

A. Selected Financial Data

The following financial data summarizes selected financial data for our company prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) for the fiscal years ended December 31, 2009, 2008, 2007 and 2006 and for the interim period ended June 30, 2010. Information for the fiscal year ended December 31, 2005 could not be provided as our company was incorporated in September 7, 2006.

The information set forth below was extracted from, and should be read in conjunction with, our audited annual financial statements, unaudited interim financial statements, and related notes thereto included in this shell company report, and with the information appearing under the heading “Item 5 – Operating and Financial Review and Prospects”.

Selected Financial Data
(Stated in Canadian Dollars –Calculated in accordance with Canadian GAAP)

		Six month period ended June 30, 2010 (unaudited)			Six month period ended June 30, 2009 (unaudited)			Year ended Dec. 31, 2009 (audited)			Year ended Dec. 31, 2008 (audited)			Year ended Dec. 31, 2007 (audited)			From Inception (September 7, 2006) to Dec. 31, 2006 (unaudited)
Net sales or operating revenues	$	-		$	-		$	-		$	-		$	-		$	-
Total expenses		685,683			14,608			557,860			23,194			29,114			5,089
Loss from operations and continuing operations		(685,683	)		(14,608	)		(557,860	)		(23,194	)		(29,114	)		(5,089	)
Net loss		(685,683	)		( 14,608	)		(557,860	)		(23,194	)		(29,114	)		(5,089	)
Basic and diluted loss from operations and continuing operations, per share		(0.07	)		(0.00	)		(0.07	)		(0.00	)		(0.00	)		(0.00	)
Total assets		416,881			-			644,446			-			-			-
Net assets (capital deficit)		48,651			-			557,043			(17,397	)		(29,114	)		(5,089	)
Share capital		1,184,800			-			1,154,800			-			-			-
Weighted average number of common shares outstanding (adjusted to reflect changes in capital)		9,179,062			8,000,000			8,370,054			8,000,000			5,646,904			4,480,000
Long-term debt		-			-			-			-			-			-

Reconciliation to US GAAP

There are no material differences between Canadian GAAP and United States generally accepted accounting principles (“US GAAP”) on the balance sheets and statements of operations and comprehensive loss and cash flows of our company.

Disclosure of Exchange Rate History

Since June 1, 1970, the government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar. On December 22, 2010, the exchange rates in effect for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars (based on the noon buying rate of the Bank of Canada), was Cdn.$1.0148 for each one US dollar. For the past five fiscal years ended December 31, 2009, the six month period ended June 30, 2010, and for the monthly periods subsequent to that date, the following exchange rates were in effect for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars (based on the noon buying rates in New York City, for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York):

Period	Average
Year ended December 31, 2005	1.2120
Year ended December 31, 2006	1.1340
Year ended December 31, 2007	1.0742
Year ended December 31, 2008	1.0659
Year ended December 31, 2009	1.1409
Six month period ended June 30, 2010	1.0336

Month	High / Low
June 2010	1.0537/1.0197
July 2010	1.0557/1.0281
August 2010	1.0640/1.0184
September 2010	1.0520/1.0219
October 2010	1.0321/1.0028
November 2010	1.0240/1.0013

B. Capitalization and Indebtedness

As at December 22, 2010, we had no guaranteed or secured indebtedness. As at December 22, 2010, we were not indebted to any of our directors. As a result of the closing of the share exchange transactions with TrichoScience and 583885, and the related private placement, our capitalization, on an actual basis, was $(144,128) and, after pro forma adjustments, was $1,289,967 as of December 22, 2010, constituting a total of 27,053,957 issued and outstanding shares. The private placement consisted of the issuance of 1,240,000 common shares at US$0.50 per share for proceeds of US$620,000. We used the net proceeds from the private placement to complete the $1,000,000 equity financing in TrichoScience and hence advance the development of our hair cell replication technology. See “Item 10 – Additional Information – Capitalization”.

The following table shows the capitalization of the Company as of June 30, 2010, (i) on a historical basis and, (ii) on a pro forma basis, adjusted to give effect to the share exchange transactions.

		June 30, 2010
		Actual			Pro forma
Long-term debt	$	-		$
Shareholders’ Equity
Shares of Common Stock
Authorized: Unlimited number, no par value Issued and outstanding: 1,258,797 (pro forma – 27,053,957)		8,827,569			3,450,919
Class A Non-voting, Convertible, Redeemable, Non-cumulative 6% Preferred Shares
Authorized: Unlimited number, no par value Issued and outstanding: Nil (pro forma – Nil)		-			-
Class B Voting Preferred Shares
Authorized: Unlimited number, no par value Issued and outstanding: Nil (pro forma – 5,577,581)		-			-
Class C Voting, Convertible Preferred Shares
Authorized: Unlimited number, no par value Issued and outstanding: Nil (pro forma – 7,577,581)		-			-
Contributed surplus		236,808			67,489
Deficit		(9,208,505	)		(2,228,441	)
Total Capitalization		(144,128	)		1,289,967

Subsequent to June 30, 2010, we issued 9,000,000 common shares for US$0.05 each in a private placement for total proceeds of US$450,000. We also issued 2,000,000 Class C Convertible Preferred Shares at a price of $0.0001 in relation to the share exchange agreement for nominal consideration. Please refer to the unaudited pro forma consolidated financial statements contained in this Form 20-F for details of transactions reconciling our June 30, 2010 capitalization to that which is disclosed above on a pro forma basis.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Much of the information included in this shell company report includes or is based upon estimates, projections or other “forward-looking statements”. Such forward-looking statements include any projections or estimates made by our company and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements.

The common shares of our company are considered speculative. You should carefully consider the following risks and uncertainties in addition to other information in this shell company report in evaluating our company and our business before purchasing any shares of our company. Our business, operating and financial condition could be harmed due to any of the following risks.

Risks Relating to our Business

Our company currently does not generate revenue from its planned operations, and as a result, it faces a high risk of business failure.

We have not generated any revenues from our planned operations to date. As of June 30, 2010, we had accumulated $1,300,940 in losses since inception. Our business is the development of a new hair cell replication technology. In order to generate revenues, we will incur substantial expenses in the development of our business. We therefore expect to incur significant losses in the foreseeable future. Our company recognizes that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate operating revenues or achieve profitable operations in the future.

Our auditors’ opinion on our December 31, 2009 financial statements includes an explanatory paragraph in respect of there being substantial doubt about our ability to continue as a going concern.

We have incurred a net loss of $1,300,940 for the cumulative period from September 7, 2006 (inception) to June 30, 2010. We anticipate generating losses for at least the next 12 months. Therefore, there is substantial doubt about our ability to continue operations in the future as a going concern as described by our auditors with respect to the financial statements for the year ended December 31, 2009. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event that we cannot continue in existence. Our business operations may fail if our actual cash requirements exceed our estimates and we are not able to obtain further financing. If we cannot continue as a viable entity, our shareholders may lose some or all of their investment in our company.

Our business is at an early stage of development and difficulties obtaining regulatory approval, technical deficiencies and other challenges may hinder the development and marketing of our hair cell replication technology.

Our hair cell replication technology is at an early stage of development and we may not develop hair cell replication technology that can be commercialized. We are still in the early stages of identifying and conducting research on our technology. Our technology will require significant research and development and preclinical and clinical testing prior to regulatory approval, if required, being obtained in the United States or other countries. We may not be able to obtain regulatory approvals, if required, to complete necessary clinical trials for our hair cell replication technology, or to commercialize it. Our technology may prove to have undesirable and unintended side effects, or other characteristics adversely affecting its safety, efficacy or cost-effectiveness could prevent or limit its use. Our technology may fail to provide its intended benefit, or achieve benefits equal to or better than our competitor’s products at the time of testing or production.

Our clinical trials may fail to produce successful results or could be suspended due to unacceptable safety risks, which could cause our business to fail.

Clinical trials are subject to extensive regulatory requirements, and are very expensive, time-consuming and difficult to design and implement, in part because they may be subject to rigorous regulatory requirements. Our products may fail to achieve necessary safety and efficacy endpoints during clinical trials. We believe that our clinical trials will take a substantial period of time to complete. Furthermore, failure can occur at any stage of the trials, and we could encounter problems that cause us to abandon or repeat clinical trials. The commencement and completion of clinical trials may be delayed by several factors, including: unforeseen safety issues; lack of effectiveness during clinical trials; slower than expected rates of patient recruitment; and inability to monitor patients adequately during or after treatment. In addition, we or regulatory officials may suspend our clinical trials at any time if it appears that we are exposing participants to unacceptable health risks.

Our success depends on the acceptance of our hair cell replication technology by the medical community and consumers as a safe and effective solution.

The success of our hair cell replication technology will depend on its acceptance by potential consumers and the medical community. Because our technology is new in the treatment of hair loss, the long term effects of using our new hair cell replication technology are unknown. The results of short-term clinical trials do not necessarily predict long-term clinical benefit or reveal adverse effects. If results obtained from future commercial experience indicate that our hair cell replication technology is not as safe or effective as other hair restoration treatments, adoption of this technology by consumers and the medical community may suffer and our business will be harmed.

If we are not able to effectively protect our existing intellectual property, our business may suffer a material negative impact and may fail.

The success of our company will be dependent on our ability to protect and develop our technology. We currently have registered patents for our hair cell replication technology in Australia and the European Union. If we are unable to protect our intellectual property, our business may be materially adversely affected. Further, we cannot be sure that our activities do not and will not infringe on the intellectual property rights of others. If we are compelled to prosecute infringing parties, defend our intellectual property or defend ourselves from intellectual property claims made by others, we may face significant expense and liability, as well as the diversion of management’s attention from our business, any of which could negatively impact our business or financial condition.

The successful acquisition and maintenance of patent rights is critical to our business and any failure in this regard could hinder the development and marketing of our technology.

We currently have patent applications pending in the United States and several other countries around the world. Our pending patent applications may not result in the issuance of any patents. The applications may not be sufficient to meet the statutory requirements for patentability in all cases or may be the subject of interference proceedings by patent offices. These proceedings determine the priority of inventions and, thus, the right to a patent for technology. In the past, our patent applications have experienced delays and our patent applications may be delayed in the future.

If others file patent applications or obtain patents similar to those we have licensed, such patents may restrict the use of our discoveries. The risk of third parties obtaining patents and filing patent applications will continue to increase as the hair restoration market expands. We cannot predict the ultimate scope and validity of existing patents and patents that may be granted to third parties, nor can we predict the extent to which we may wish or be required to obtain licenses to such patents, or the availability and cost of acquiring such licenses. To the extent that licenses are required, the owners of the patents could bring legal actions against us to claim damages or to stop our manufacturing and marketing of the affected technology. If we become involved in patent litigation, it could consume a substantial portion of our resources.

Competitors in the hair restoration and related fields may currently offer, or may develop, superior hair loss solutions which could limit the market for our technology.

The market for hair restoration products and technology is competitive. We expect that some of our most significant competitors will be more established companies. These companies may have greater capital resources or experience in research and development, manufacturing, testing, obtaining regulatory approvals or marketing capabilities. As a result, our competitors may develop more competitive or affordable products, or achieve earlier patent protection or product commercialization than we are able to achieve. We face competition from companies offering traditional more established products and technologies.

Our company may be subject to changes and uncertainties in laws and government regulations.

Our company is subject to regulation by domestic and foreign governmental agencies with respect to many aspects of developing hair cell replication technology. In addition, relevant new legislation or regulation could occur. Any such new legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to the our company's business, or the application of existing laws and regulations to hair cell replication technology, could have a material adverse effect on our company's business, prospects, financial condition and results or operations.

Risks Relating to our Management

If our company is unable to hire and retain key personnel, we may not be able to implement our plan of operations and our business may fail.

Our company’s success will be largely dependent on our ability to hire and retain highly qualified personnel. This is particularly true in the highly technical biotechnology field. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or we may fail to retain such employees after they are hired.

We are dependant on the services of certain key consultants and the loss of any of these key consultants may have a materially adverse effect on our company.

While engaged in the business of developing a new hair cell replication technology, our company’s ability to continue to develop a competitive edge in the marketplace will depend, in large part, on our ability to attract and maintain qualified key management personnel. Competition for such personnel is intense, and we may not be able to attract and retain such personnel. Our company’s growth has depended, and in the future will continue to depend, on the efforts of our key management consultants. Loss of any of these people would have a material adverse effect on our company. Currently, our company does not have key-man life insurance.

Conflicts of interest may arise as a result of our company’s directors and officers being directors or officers of other life sciences companies.

Certain of our company’s directors and officers are, or may become, directors or officers of other life sciences companies. While we are engaged in the business of developing a new hair cell replication technology, such associations may give rise to conflicts of interest from time to time. Our company’s directors are required by law to act honestly and in good faith with a view to our company’s best interests and to disclose any interest that they may have in any project or opportunity of our company. If a conflict of interest arises at a meeting of our company’s board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter. In determining whether or not our company will participate in any project or opportunity, our company’s directors will primarily consider the degree of risk to which our company may be exposed and our financial position at the time.

Our company’s by-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our company’s by-laws contain provisions limiting the liability of our officers and directors for all acts, receipts, neglects or defaults of themselves and all of our other officers or directors or for any other loss, damage or expense incurred by our company which may happen in the execution of the duties of such officers or directors. Such limitations on liability may reduce the likelihood of derivative litigation against our company’s officers and directors and may discourage or deter our shareholders from suing our company’s officers and directors based upon breaches of their duties to our company, though such an action, if successful, might otherwise benefit our company and our shareholders.

As a majority of our directors and officers are residents of countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our company, directors and officers.

We are an Ontario, Canada company. A majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. Consequently, it may be difficult for United States investors to effect service of process in the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under United States legislation. There is substantial doubt whether an original action based solely upon such civil liabilities could be brought successfully in Canada against any of such persons or our company.

Risks Relating to our Common Stock

If our business is unsuccessful, our shareholders may lose their entire investment.

Although shareholders will not be bound by or be personally liable for our expenses, liabilities or obligations beyond their total original capital contributions, should we suffer a deficiency in funds with which to meet our obligations, the shareholders as a whole may lose their entire investment in our company.

Trading of our company’s common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our company’s shareholders to sell their shares or liquidate their investments.

The trading price of our company’s common shares has been and may continue to be subject to wide fluctuations. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with little or no current business operations. There can be no assurance that trading prices and price earnings ratios previously experienced by our company’s common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of the common shares, regardless of our company’s operating performance.

In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for our company and a diversion of management’s attention and resources.

Investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional options to any of our officers, directors, employees or consultants.

Because our company’s success is highly dependent upon our directors, officers, consultants and sole employee, we have granted, and may again in the future grant, options to some or all of our key officers, directors, employees and consultants to purchase our common shares as non-cash incentives. Options may be granted at exercise prices below that of our common shares prevailing in the public trading market at the time or may be granted at exercise prices equal to market prices at times when the public market is depressed. To the extent that significant numbers of such options may be granted and exercised, the interests of our company’s other shareholders may be diluted.

Investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share if our company issues additional shares or raises funds through the sale of equity securities.

In the event that our company is required to issue additional shares or decides to enter into joint ventures with other parties in order to raise financing through the sale of equity securities, investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. The dilution may result in a decline in the market price of our company’s shares.

Penny stock rules will limit the ability of our shareholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder's ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

ITEM 4. Information on Newcastle Resources Ltd.

A. History and Development of Newcastle Resources Ltd.

Name

Our legal and commercial name is “Newcastle Resources Ltd.”.

Principal Office

Our principal office is located at Suite 200 – 455 Granville Street Vancouver, British Columbia, Canada V6C 1T1. Our telephone number is (604) 248-8731 and our facsimile number is (604) 687-6314.

Corporate Information and Important Events

Our company was incorporated under the laws of the Province of Ontario (specifically under the Business Corporations Act (Ontario)) on April 24, 1967 under the name “Jolly Jumper Products of America Limited”. On September 25, 1987, our name was changed to “Sun Valley Hot Springs Ranch Inc.”. We changed our name to “Tri-Valley Free Trade Inc.” on March 26, 1991 and to “Tri-Valley Investments Corporation” on June 19, 1995. On October 2, 1998, we changed our name to “Tri-Lateral Venture Corporation”. On May 6, 2004, we changed our name to “Pan American Gold Corporation” and on November 10, 2008, we changed our name to “Newcastle Resources Ltd.”. We are a reporting issuer under the securities laws of the Province of Ontario and the Province of British Columbia. Under the Business Corporations Act (Ontario), our company has an indefinite life span.

On April 18, 2008, our inactive US subsidiary, Pan American Gold Corporation (Nevada) was dissolved and on October 7, 2008, our Mexican subsidiary, Compania Minera P.A.M. de C.V. was declared inactive by the Mexican registrar of companies. On December 2, 2008, we disposed of the shares of our Mexican subsidiary.

On November 10, 2008, our issued and outstanding common shares were consolidated on the basis of one (1) common share for every (30) common shares held and our name was changed to our current name. The reverse split and name change were effected with the OTC Bulletin Board on November 28, 2008, at which time our trading symbol was changed to “NCSLF”.

On April 14, 2009, we entered into an option and purchase agreement with Premier Gold Mines Limited (“Premier”), whereby we optioned Premier our 100% interest in ten patented mining claims known as the Lennie Property (the “Lennie Property”). In order to exercise the option, Premier agreed to pay $400,000 in cash payments and issue an aggregate of 160,000 common shares of Premier to us in prescribed amounts over three years, including $100,000 (received) and 40,000 common shares (received) on signing of the agreement. A 3.0% Net Smelter Return royalty (“NSR”) was to be payable to our company, of which one-third (1% NSR) could be purchased by Premier at any time for the sum of $1,000,000. In addition, Premier committed to incur a minimum of $750,000 of exploration expenditures over the three year option term, including $250,000 in the first year.

On April 1, 2010, Premier terminated the April 14, 2009 option and purchase agreement on the Lennie Property. In consideration for the termination, Premier agreed to issue to our company 20,000 common shares of Premier (received), pay for an environmental clean-up or remediation costs or liability arising from Premier’s activities on the Lennie Property and deliver all technical information, surveys, data, reports and other documents related to the Lennie Property that were prepared on behalf of Premier. Premier incurred approximately $1,400,000 in exploration related expenditures on the Lennie Property in 2009. On December 22, 2010, we sold our interest in and to the Lennie Property for $150,000. In connection with this sale, a bonus of $10,000 was paid to our chief financial officer.

On December 22, 2010, prior to the closing of the TrichoScience Agreement, we filed articles of amendment with the corporate registrar of the Province of Ontario, authorizing the creation of the Class B preference shares and the Class C preference shares. A complete copy of these articles of amendment is attached to this Form 20-F as Exhibit 1.10.

On December 22, 2010, we completed a private placement of 1,240,000 common shares at a price of US$0.50 per share for gross proceeds of US$620,000. We issued 1,240,000 shares to non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended. We issued 40,000 shares to one U.S. person, who was an accredited investor (as that term is defined in Rule 501 of Regulation D, promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and in issuing these shares to this investor we relied on the registration exemption provided for in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

Ceasing to be a Shell Company

TrichoScience Agreement

On October 29, 2010, we entered into a share exchange agreement (the “TrichoScience Agreement”) with TrichoScience and certain accepting shareholders of TrichoScience, pursuant to which we agreed to acquire a minimum of 55% and a maximum of all of the issued and outstanding common shares of TrichoScience held by the shareholders of TrichoScience. The closing of the TrichoScience Agreement occurred on December 22, 2010 (the “Closing”), at which time we issued an aggregate of: (i) 11,155,162 common shares of our company; (ii) 5,577,581 Class B preferred shares of our company, and (iii) 5,577,581 Class C preferred shares of our company to certain shareholders of TrichoScience on a pro rata basis. We issued all of such shares to eight TrichoScience shareholders who are non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

Pursuant to the terms of the TrichoScience Agreement, all shareholders of TrichoScience who did not tender their shares of TrichoScience to our company at the Closing, may, until 18 months from the Closing, elect to exchange their TrichoScience shares for common, Class B and Class C shares of our company at the same exchange ratio as that used in connection with the Closing as described above. If all of the TrichoScience shareholders, including those who tendered their TrichoScience shares at the Closing, exchange their TrichoScience shares for shares of our company within such 18 month period, we will have issued a total of 22,000,000 common shares, 11,000,000 Class B shares and 11,000,000 Class C shares to the former shareholders of TrichoScience, and TrichoScience will be a wholly-owned subsidiary of our company.

In connection with the Closing, TrichoScience caused all outstanding options to acquire shares of TrichoScience to be cancelled and we agreed to grant each of the holders of such options one option to acquire one of our common shares in exchange for each TrichoScience option held by an optionholder that was cancelled.

At the Closing, pursuant to the TrichoScience Agreement, we also completed the purchase of 1,000,000 common shares of TrichoScience from treasury at a price of $1.00 per share. We have also agreed to purchase an additional $1,000,000 worth of TrichoScience common shares on or before six months from the Closing and a further $1,000,000 worth of TrichoScience common shares on or before twelve months from the Closing, all at a price of $1.00 per share.

Effective as of the Closing, all of our existing directors resigned and our board of directors appointed David Hall, Peter Jensen, Matt Wayrynen and Rolf Hoffmann as directors of our company. Also effective as of the Closing, John Toljanich resigned from all officer positions with our company and we appointed David Hall as our President, Peter Jensen as Chairman of the Board, Matt Wayrynen as Vice President of Corporate Development, Dr. Rolf Hoffmann as Chief Medical Officer and Pamela Lynch as Corporate Secretary. Brent Petterson remains our Chief Financial Officer.

Further, in connection with the Closing, on December 22, 2010, we issued an aggregate of 2,000,000 Class C preferred shares from treasury to two investors for nominal consideration. All of these shares were issued to non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

We have determined to treat the acquisition of the shares of TrichoScience as a reverse acquisition for accounting purposes. As a result, our auditors changed from Manning Elliott LLP, who were our auditors prior to the Closing, to BDO Canada LLP, the auditors of the TrichoScience audited annual financial statements that are included in this Form 20-F.

As a result of the acquisition of the shares of TrichoScience, our business has become the development of hair cell replication technology. We believe this technology has the potential to become the world’s first non-surgical, permanent cure for baldness and general hair loss in both men and women.

583885 Agreement

On October 29, 2010, we entered into a share exchange agreement (the “583885 Agreement”) with 583885 and the shareholders of 583885 pursuant to which we agreed to acquire all of the issued and outstanding shares of 583885 from its shareholders. The closing of the 583885 Agreement occurred on the same date as the Closing at which time we issued an aggregate of 4,400,000 common shares to the 583885 shareholders on a pro rata basis. All of these shares were issued to 583885 shareholders who are non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

At the Closing, certain shareholders of 583885 who were issued an aggregate of 3,400,000 shares of our company in connection with the 583885 Agreement deposited such shares with an escrow agent pursuant to the terms of an escrow agreement entered into with our company and the escrow agent. These shares will be released upon the occurrence of certain milestones as set out in the escrow agreement.

Except for the TrichoScience Agreement, the 583885 Agreement, the related pooling and escrow agreements, and the transactions contemplated by such agreements, neither our company, nor any associates of our company, directors or officers of our company serving prior to the closing of the agreements, or associates of such directors and officers, had any material relationship with TrichoScience or 583885 or any of their respective shareholders.

Copies of the TrichoScience Agreement, the 583885 Agreement and the related escrow and pooling agreements are included as exhibits to this report on Form 20-F. Shareholders are encouraged to review the terms of the agreements, however are advised that not all of the representations and warranties in such agreements should be relied upon as being accurate.

Capital Expenditures

During the last three fiscal years ended December 31, 2009, we did not undertake any capital expenditures. In connection with the closing of the TrichoScience Agreement, we acquired 1,000,000 common shares of TrichoScience at a price of $1.00 per share. This acquisition was internally financed, partially from the proceeds of the private placement for gross proceeds of US$620,000 that we undertook in connection with the closing of the TrichoScience Agreement, as described above under the heading “Corporate Information and Important Events”. TrichoScience is a company headquartered in Vancouver, British Columbia, Canada and incorporated under the provisions of the Canada Business Corporations Act. We will use these proceeds to advance the development of our hair cell replication technology.

Takeover offers

We are not aware of any indication of any public takeover offers by third parties in respect of our common shares during our last and current financial years.

B. Business Overview and Plan of Operations

Overview

Prior to entering into the TrichoScience Agreement, our company did not have an operating business. Our sole business was to identify a suitable business opportunity or a suitable business with which to enter into a business combination and increase value for our shareholders. As a result of the closing of the acquisition of the shares of TrichoScience, we are now in the business of developing and patenting a new hair cell replication technology that is intended to permanently, and non-surgically, cure baldness and hair loss in men and women.

Research and Development

Our cellular replication and implantation technology is designed to grow new hair follicles in patients suffering from androgenetic alopecia as well as other causes of balding or thinning scalp hair. The procedure is also designed to rejuvenate damaged, miniaturized hair follicles in balding scalp skin.

Our technology has been developed over nine years of research, experimentation and trials. The mechanics of our technology involve the extraction of as few as 10 to 20 hair follicles from a patient. The cells are then replicated in a laboratory through our cellular replication process and injected back into the patient’s bald scalp. The implanted cells induce the formation and growth of new hair follicles and also help rejuvenate damaged hair follicles. Our anticipated long term result is the restoration of a full head of hair that has been seeded by the patient’s own natural hair cells.

The product development path of our technology effectively began in 2000 with completion of initial animal trials in Germany. These experiments on mice demonstrated that hair follicle “dermal sheath cup” cells could induce successful hair growth. These results have led us to believe in the effectiveness of the procedure and its potential to become a permanent solution to hair loss for the hair restoration market. From 2004 to 2007, the developers of our technology planned for human clinical trials and culture laboratories, and sourced initial funding. In 2007, the developers of the technology assigned the technology, including the intellectual property, to TrichoScience.

We believe our technology will offer several advantages over current hair loss solutions. Traditional hair transplantation surgery requires the surgical removal of a prominent band of hair-bearing scalp from the back of the head, dissection of individual hair follicles and then implantation of these follicles into the balding region of the scalp. Often, a number of similar surgical procedures are required to achieve the desired result. In effect, surgical hair transplantation removes and redistributes a patient’s own hair follicles to cover sections of bald scalp, leaving bare patches of scalp where the hair was removed.

In contrast, our technology is designed to replicate a patient’s hair cells and rejuvenate miniaturized hair follicles, inducing entirely new follicles to grow from the balding scalp. We believe there will be no pain involved, nor long recovery period. Our technology is designed to provide the ability to grow a patient’s own hair back rather than to redistribute hair from the back of the scalp to the front.

In addition, hair transplantation surgery requires a team of six or more people, including up to four technicians trained in micro-dissection. The surgical procedure is designed to take approximately eight hours to complete. Our technology is designed to be fully performed by a single clinician who requires minimal training. We expect the time involved to be less than two hours.

Existing Market Conditions

Although we have not yet generated any revenues from our technology, there is a very large potential market for our technology, should it be effective and obtain the necessary regulatory approvals.

The worldwide market for surgical hair restoration has been calculated at $1.2 billion annually by the International Society of Hair Restoration Surgery (ISHRS), with the US market accounting for 44.5% of that total. According to ISHRS’s latest Practice Census Results (published June 2009), medical professionals performed over 250,000 hair restoration procedures worldwide in 2008, with an average of 1.8 procedures per patient.

The American Academy of Family Physicians (AAFP) estimates the US market for non-surgical hair restoration treatments at over $1 billion annually. Minoxidil (Rogaine ^® ) and finasteride (Propecia ^® ) together account for a large portion of the non-surgical market. These products are discussed further below.

Competition

We believe our technology will address the needs of both the surgical and non-surgical hair restoration markets. Other participants in these markets include non-surgical hair remedy brands such as Rogaine ^® and Propecia ^® , and surgical hair restoration practitioners.

We have also identified a competitor in the field of cell based hair regeneration research and development: Aderans Research Group Inc. (“Aderans”) of Atlanta, Georgia. Aderans is a cell technology researcher and developer. However, their cell-based hair restoration process is not based on the same biotechnology as our technology. Aderans uses “dermal papilla” cells in their cell replication procedure, while our technology is based on the use of “dermal sheath cup” cells.

Aderans is the development arm of two companies in the hair restoration industry: Aderans Company, Ltd., the world’s largest manufacturer of wigs, and Bosley Medical Institute Inc., the world’s largest surgical hair transplant company. Aderans has completed United Kingdom-based Phase I clinical trials of its cell-based hair regeneration procedure for men and women and, in April 2009, announced the launch of Phase II clinical studies. Phase II studies are being conducted in six U.S. cities: Atlanta, Boston, New York, Raleigh, Houston and Washington DC.

Surgical Hair Restoration

Surgical hair restoration consists of a variety of medical hair restoration treatments designed to reduce baldness. These include hair transplants, flap surgery, scalp reduction and scalp expansion.

Hair transplant surgery is by far the dominant hair restoration treatment and involves the surgical removal of large portions of hair-bearing scalp from the sides or back of the head. These sections of scalp are then dissected by hand into smaller follicle clusters and transplanted to the balding areas of a patient's scalp.

Scalp flap surgery, scalp reduction surgery and scalp expansion surgery are other forms of surgical hair restoration. Combined, these treatments represent a far smaller patient base than hair transplant surgery.

Non-Surgical Restoration

Only two Food and Drug Administration (“FDA”) approved hair restoration treatments are available today: minoxidil and finasteride. Minoxidil is marketed as Rogaine ^® by Johnson and Johnson Inc. Finasteride is marketed as Propecia ^® by Merck & Co., Inc. These two products can be effective in hair loss prevention and may grow new hair. However, once a patient begins using Rogaine ^® or Propecia ^® , he or she must continue to use the products indefinitely. Upon suspension of drug use, any new hair grown as a result of the treatments will likely fall out.

Rogaine® (Minoxidil)

Rogaine ^® was introduced in 1988 as the first drug approved for baldness by the FDA. It has been available over the counter (“OTC”) since its launch, but annual revenue, which was $47,000,000 in 2002, declined to $31,000,000 in 2006. In 2007, sales of Rogaine ^® jumped to $42,000,000, which Johnson & Johnson Inc. attribute to the introduction of a new Rogaine ^® Foam product.

Minoxidil remains the only product available without a prescription that has been approved by the FDA as a proven treatment against hair loss. Minoxidil is no longer under patent so it is also marketed in a number of other shampoos and topical treatments.

Propecia ^® (Finasteride)

The prescription segment of the hair remedy market consists solely of Propecia ^® , which constitutes approximately 63% of the overall non-surgical hair loss remedy market. Patent protection for Propecia ^® (which includes a 1 mg dose of finasteride) lasts through 2013. However, generic finasteride was approved by the FDA in July 2006 (at a higher dosage of 5 mg) for the treatment of prostate cancer and we believe this indicates a potential opportunity to increase dosage for the hair loss application of the drug. Worldwide sales for Propecia ^® have grown from $239,000,000 in 2003 to $405,000,000 in 2007.

Marketing & Sales Strategy Overview

We plan to market our technology directly to those medical professionals currently engaged in hair transplants and similar hair restoration programs and to established hair loss and dermatology clinics.

We are currently reviewing financial and operational opportunities available through the exclusive licensing of our technology rights in selected international jurisdictions. Additionally, we are in discussions with a number of corporations in the hair restoration field regarding potential marketing and operating partnerships.

Product Licensing Relationships

We anticipate that access to, and the application of, our technology will be offered under terms and conditions of detailed, all-encompassing licensing agreements. The agreements will cover two specific areas of licensing. “Procedure Access and Training” rights will grant access to our technology and training, and “Biopsy and Cell Replication” rights will grant access to an approved laboratory for the cell replication process.

Under the terms of such agreements, we plan to fully control all aspects of how our technology is marketed, positioned, promoted and priced by licensees. We also plan to control the training of the technicians and clinicians that are registered or authorized to administer our technology.

Marketing Strategy

We plan to launch a new website to communicate the status of our technology and progress in clinical trials. The campaign will be designed to inform current professional hair restoration practitioners about our new technology and give details of its potential, the possible timing of its introduction into the marketplace and licensing options.

We intend to launch a branded corporate website to aid our marketing effort. In the future, this site will act as our principal marketing and communications tool and, in time, we will add sections appropriate to our targeted key audiences – medical professionals, hair restoration clinics and appropriate professional associations. All marketing and communications efforts will feature a constant internet based strategy which we anticipate will allow us to leverage our technology advantages and brand to generate license sales.

We expect that, eventually, a highly targeted marketing effort will supplement the broad communications tactics and website with a focused direct sales campaign to primary licensee markets. We have identified the primary licensee market as more than 800 hair restoration physicians who are members of ISHRS.

In the first 12 months of the launch of our targeted marketing effort, our objective is to have ISHRS members fully aware of and informed about our technology, including the operational and financial impacts of it on their practices.

We plan to market and sell our technology under a new and unique brand name that is currently in the process of being registered and trademarked worldwide. More information about our intellectual property is discussed below. We anticipate that this brand name will become synonymous with our technology.

Regional Growth Strategy

Based on market characteristics and the expected sequencing of country-by-country regulatory approvals, we expect to complete our first professional licensing agreements in Canada and the European Union. We believe subsequent sales will likely be targeted in Australia, the United States, Japan, Asia, South America and the Middle East.

Distribution Strategy

Our distribution strategy is to leverage a network of medical professionals and hair restoration clinics to market our technology. We plan to provide information and training to these medical professionals and clinics. In turn, we believe these groups will become the key agents in the direct selling of our technology to end patients. In return, we believe medical professionals and clinics will benefit from the increased volumes and margins they could receive through offering our technology.

Regulatory Environment

Through the facilities and support of the University of British Columbia and Vancouver General Hospital, we continue to advance our technical expertise while fine-tuning our technology. We are developing and advancing a clinical and regulatory strategy for worldwide regulatory approvals of our technology. Specifically, the following projects have been identified for immediate product and company development:

completion of human clinical trials in Europe, which trials will commence in December, 2010;
scheduling of human clinical trials in Canada; and
ongoing studies and development of our technology.

Regulations and challenges vary from country to country. We have obtained scientific advice from the European Union regulatory authorities and are generating additional safety data in order to satisfy the requests of such authorities. The planned human phase trials meet good clinical practice requirements. We expect data from successful European Union-approved trials to facilitate similar trial approvals for Canada and other jurisdictions.

We believe the regulatory process will be aided by competitors who have safely conducted similar clinical trials using a different type of hair cell. We believe this information mitigates the risk element for our trials.

We have received approval to launch our first-in-man clinical study at the Scientific Research Institute for Skin and Venereal Diseases in Tbilisi, Georgia. This double-blind study is designed to test the safety and efficacy of our technology in 20 patients with androgenetic alopecia through the assessment of three endpoints:

Primary endpoint - the local safety profile of our technology at the 6 month time point as defined by the incidence, relationship, severity and seriousness of adverse events at the injection sites and local tolerance (as judged by the investigator and patient);

Secondary endpoint (Safety) - the local safety profile (as defined above) of our technology at the 12 and 24 month time points; systemic adverse events over the 24-month study; analysis of macroscopic images of injection sites; and analysis of histopathological biopsies taken at the 6, 12, and 24 month time points; and

Secondary endpoint (Efficacy) - difference in hair thickness and hair density between 6 months (Visit 7) and baseline will be calculated using the TrichoScan ^® procedure.

We received written approval to conduct the study on November 11, 2010 from the Georgian National Bioethics Committee. Biopsies from the 20 patients participating in the TS001-2009 study will be collected during the month of December 2010 and sent to Innovacell Biotechnologie AG in Innsbruck, Austria for processing. The study product will be ready for injection into study participants about mid-February 2011. At this time, participants will not only receive an injection of their replicated cells on one part of the scalp, but will also receive an injection of placebo (cellular transport medium without replicated cells) on the other side of the scalp. This will allow for better assessment of the safety and efficacy of our technology.

We anticipate collecting data from the 6 month time point in early September 2011. This data will allow for analysis of our primary endpoint of the study in the form of an interim analysis. Patients will continue participating in the study through early 2013 when the 24-month visits will be conducted.

The first patient was enrolled into the trial on December 7, 2010. The remaining patients will be enrolled at the end of January 2011, following the Georgian orthodox holiday season.

Regulatory approval for our technology is subject to different regulations for different jurisdictions. Initiating human trials requires different depths and volume of pre-clinical research prior to approval for first-in-man trials. However, common to virtually all jurisdictions, is to demonstrate in humans the safety of the technology. Our first trial has been developed to prove safety first and efficacy second.

Commercial approval will require that safety has been demonstrated. However, commercial sales will only require that we demonstrate efficacy to the public. We will not be required to get approval from private or government insurance plans with respect to pharmacoeconomics, as the product purchase decision is not medical, but rather personal.

Intellectual Property

The success of our company will be highly dependent on the protection of our intellectual property. In 2008, we were granted a patent for our technology in each of Australia and the European Union. We have also applied for patents, which are currently pending, in other global jurisdictions. In addition, we are seeking trademark protection for the name we intend to market our technology under.

Plan of Operations

The sections above contain a broad overview of our plan of operations on a go-forward basis. Between the date of this report and June 30, 2011, we intend to specifically focus on continuing our human trials in Europe and preparing for human trials in Canada. During this time, we will attempt to seek regulatory approval in those areas for our technology. We also intend to continue to focus on obtaining patents for our technology in various international jurisdictions. At the same time, we will be taking steps to implement our branding and marketing strategies discussed above under the heading, “Marketing Strategy”.

We currently have 1 employee. We expect this number to increase to 6 employees by June 2011. These employees will include an individual experienced in commercial autologous cell replications, as well as business development support staff.

We are also contractually obligated, pursuant to the terms of the TrichoScience Agreement, to acquire an additional 1,000,000 common shares of TrichoScience at a price of $1.00 per share, by June 22, 2011. We expect to raise the funds necessary to complete this acquisition through additional debt or equity issuances.

C. Organizational Structure

We currently are the parent company of two subsidiaries: TrichoScience, of which we own 55.3% of the issued and outstanding common shares, and 583885, of which we own all of the issued and outstanding common shares. TrichoScience is federally incorporated under the Canada Business Corporations Act and 583885 is incorporated under the laws of the Province of British Columbia, Canada.

D. Property, Plant and Equipment

Our head office is located at Suite 200 – 455 Granville Street Vancouver, British Columbia, Canada. Research and development is being conducted under contract with the University of British Columbia by Dr. Kevin McElwee at the UBC Dermatology facilities in Vancouver and by Prof. Rolf Hoffmann in Germany. We have no current plans to construct or lease dedicated laboratory facilities.

ITEM 4A Unresolved Staff Comments

Not applicable.

ITEM 5. Operating and Financial Review and Prospects

The information in this section is presented in accordance with Canadian GAAP and has not been reconciled to US GAAP.

A. Operating Results

TrichoScience was incorporated on September 7, 2006 under the provisions of the Canada Business Corporations Act. It is a development stage company that has not yet realized any revenues from its planned operations. TrichoScience was largely inactive until 2009 and is now in the business of the development of a non-surgical hair cell replication technology to cure pattern baldness and general hair loss in both men and women. As stated above, TrichoScience is now a subsidiary of our company. As the shareholders of TrichoScience control more than 50% of the issued and outstanding voting common shares and preferred shares of our company as a result of our acquisition of the applicable shares of TrichoScience, we have determined to treat the acquisition as a reverse acquisition for accounting purposes, with TrichoScience as the acquirer for accounting purposes. As such, the financial information included in this Form 20-F, including the operating results that follow, are that of TrichoScience rather than that of our company prior to the completion of the acquisition of the TrichoScience shares. We do not expect that foreign currency fluctuations will have any material impact on our company.

Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009

Our company had no revenue from operations during the six months ended June 30, 2010 or 2009. General and administrative expenses totaled $321,129 for the six months ended June 30, 2010 compared to $11,452 for the six months ended June 30, 2009. The increase in general and administrative expenses was primarily the result of increased legal fees (2010: $37,333, 2009: $9,639), office space rent (2010: $54,246, 2009: $nil), consulting fees (2009: $78,245, 2008: $nil), stock based compensation expenses (2010: $67,489, 2009: $Nil) due to the grant of stock options during the current period (2010: $67,489, 2009: $Nil), travel expenses (2010: $25,307, 2009: $1,551), payroll (2010: $44,472, 2009: $nil) and insurance (2010: $10,629, 2009: $nil). The increase in legal and accounting fees and travel expenses as between the six months ended June 30, 2010 and the six months ended June 30, 2009 was the result of increased operational activities. The increase in consulting fees related to fees paid to personnel experienced in research and development and corporate administration.

During the six months ended June 30, 2010 we incurred costs of $228,344 relating to our clinical trials as compared to $nil in the six months ended June 30, 2009. We also incurred research and development costs of $100,657 in the six months ended June 30, 2010 compared to $nil in the six months ended June 30, 2009. Consulting costs were $35,553 in the six months ended June 30, 2010 as compared to $3,156 in the six months ended June 30, 2009. These increases were all the result of increased operational activities.

We incurred a net loss for the six months ended June 30, 2010 of $685,683 or $0.07 per share on a basic and diluted basis, compared to a net loss of $14,608, or $nil per share on a basic and diluted basis, for the six months ended June 30, 2009. The increased loss was attributable to increased operations.

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Our company had no revenue from operations during the years ended December 31, 2009 or 2008. General and administrative expenses totaled $173,999 for the year ended December 31, 2009 compared to $17,380 for the year ended December 31, 2008. The increase in general and administrative expenses was primarily the result of increased legal fees (2009: $51,164, 2008: $12,258), accounting fees (2009: $20,000, 2008: $nil), consulting fees (2009: $78,553, 2008: $nil) and travel expenses (2009: $14,743, 2008: $nil). The increase in legal and accounting fees and travel expenses as between 2008 and 2009 was the result of increased operational activities in 2009. The increase in consulting fees related to fees paid to personnel experienced in research and development and corporate administration.

During the year ended December 31, 2009, we incurred costs of $275,925 relating to our clinical trials as compared to $nil in the year ended December 31, 2008. We also incurred research and development costs of $49,000 and intellectual property costs of $28,186 in 2009, all compared to $nil in 2008. Consulting costs were $30,750 in 2009 as compared to $5,814 in 2008. These increases were all the result of increased operational activities in 2009.

We incurred a net loss for the year ended December 31, 2009 of $557,860, or $0.07 per share on a basic and diluted basis, compared to a net loss of $23,194, or $nil per share on a basic and diluted basis, for the year ended December 31, 2008. The increased loss was solely attributable to the commencement of operations in 2009. Prior to 2009, our company was inactive.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Our company had no revenue from operations during the years ended December 31, 2008 or 2007. General and administrative expenses totaled $17,380 for the year ended December 31, 2008 compared to $28,054 for the year ended December 31, 2007. The decrease in general and administrative expenses between these periods was the result of decreased legal fees in 2008 as compared to 2007.

We did not incur any fees or expenses for clinical trials, research and development, accounting fees, non sales and marketing related consulting fees or travel expenses in either 2008 or 2007.

We incurred a net loss for the year ended December 31, 2008 of $23,194 compared to a net loss of $29,114 for the year ended December 31, 2007. In each of 2008 and 2007, there was no basic or diluted loss or gain per share. The decrease in net loss was primarily attributable to decreased legal fees in 2008, although consulting fees and office rental fees were higher in 2008.

B. Liquidity and Capital Resources

We had working capital of $537,804 as at December 31, 2009 compared to a working capital deficit of $17,397 as at December 31, 2008.

		Year Ended			Year Ended
		December 31, 2009			December 31, 2008
Net cash used in Operating Activities	$	(506,703	)	$	(40,000	)
Net cash used in Investing Activities		(21,690	)		-
Net cash provided by Financing Activities		1,132,300			40,000
Increase in Cash during the Year	$	603,907		$	-
Cash, Beginning of Year		-			-
Cash, End of Year	$	603,907		$	-

Cash Used in Operating Activities

During the year ended December 31, 2009, we used net cash in operating activities in the amount of $506,703 compared to $40,000 for the year ended December 31, 2008. The cash used in the year was primarily used for consulting fees and other fees paid related to research and development activities as well as for administrative activities and professional fees.

Cash Used in Investing Activities

During the year ended December 31, 2009, the net cash used in investing activities was $21,690 compared to net cash used of $Nil for the same period in 2008. We purchased office furniture and equipment and incurred expenditures related to our website

Cash Provided by Financing Activities

During the year ended December 31, 2009, the net cash provided by financing activities was $1,132,300 compared to $40,000 in 2008. In 2009, we issued a total of 1,142,300 shares for $1 per share and also refunded $10,000 to a subscriber who decided to cancel their subscription. During the year 2008, we received share subscriptions of $40,000, of which $10,000 was refunded to a subscriber during 2009.

We anticipate that we will require a minimum of approximately $1,500,000 to proceed with our plan of operations between now and June 30, 2011. We have no current material commitments for capital expenditures other than our obligation to purchase an aggregate of 2,000,000 common shares of TrichoScience, at a price of $1.00 per share, by December 22, 2011. We expect to raise the funds necessary to fulfill such commitment by private placement equity financings.

We do not currently have sufficient capital resources to fund our plan of operations for the next twelve months, as described in Item 4.B of this Form 20-F. We plan to raise additional capital through the sale of debt or equity securities or through other forms of financing in order to raise the funds necessary to pursue our plan of operations. We currently do not have any arrangements in place for the completion of any financings and there is no assurance that we will be successful in completing any financings. There can be no assurance that additional financing will be available when needed or, if available, on commercially reasonable terms. If we are not able to obtain additional financing on a timely basis, we may not be able to pursue our plan of operations or meet our obligations as they come due, and may be forced to scale down, or perhaps even cease, business operations.

Cash on hand is currently our only source of liquidity. We do not have any lending arrangements in place with banking or financial institutions and we do not know whether we will be able to secure such funding arrangements in the near future.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in the auditor’s report on our annual financial statements for the year ended December 31, 2009, our independent auditors included an explanatory paragraph on their report in respect of there being substantial doubt about our ability to continue as a going concern.

Significant Accounting Policies

Use of estimates

The preparation of financial statements in conformity with Canadian GAAP requires us 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Office equipment

Office equipment is recorded at cost less accumulated amortization. Our company provides for amortization, once the assets are in use, over their estimated useful lives on the declining balance method at the following rate per year: office furniture and equipment - 20%; and website - 30%. Amortization is taken at half the annual rate in the year of acquisition.

Stock based compensation

We adopted a stock option plan during the six months ended June 30, 2010. In addition, certain of our founders have entered into option agreements with consultants and employees of our company. We account for all grants of options and equity instruments to employees, non-employees and directors by our company and on our behalf in accordance with the fair value method of accounting for stock-based compensation.

Compensation expense for employees is generally amortized using the graded vesting method over the period from the grant date to the date the options or equity instruments vest. Compensation expense for non-employees is recognized immediately for past services and pro-rata for future services over the service provision period. Compensation for non-employees is re-measured at each balance sheet date until the earlier of the vesting date or the date of completion of the service. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in contributed surplus, is recorded as an increase to share capital.

We use the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate.

Research and development costs

Research costs are expensed as incurred. Development costs are expensed as incurred unless we believe a development project meets generally accepted accounting criteria for deferral and amortization. Research and development costs include, but are not limited to, contract research costs associated with clinical trials, consulting and regulatory fees, professional fees and licensing fees. As of December 31, 2009, no costs have been capitalized.

Investment tax credits

Investment tax credits are recorded in the fiscal period the qualifying expenditures are incurred provided there is reasonable assurance that the tax credit will be realized. Investment tax credits are accounted for using the cost reduction method, which recognizes the credits as a reduction of the cost of the related assets or expenditures. There were no investment tax credits recognized during the years covered by the financial statements included in this Form 20-F.

Foreign currency translation

Revenue and expense transactions denominated in foreign currencies are translated into Canadian dollars at the exchange rate in effect at the time of such transactions. Foreign currency denominated monetary assets and liabilities are translated at current rates at the balance sheet date. Gains or losses resulting from these translation adjustments are included in the net income or loss from operations.

Recent Accounting Pronouncements in Canada

In January 2009, the CICA issued Handbook Sections 1582, Business Combinations, (“Section 1582”), 1601, Consolidated Financial Statements, (“Section 1601”) and 1602, Non-controlling Interests, (“Section 1602”) which replaces CICA Handbook Sections 1581, Business Combinations, and 1600, Consolidated Financial Statements. Section 1582 establishes standards for the accounting for business combinations that is equivalent to the business combination accounting standard under International Financial Reporting Standards (“IFRS”). Section 1582 is applicable for our business combinations with acquisition dates on or after January 1, 2011. Early adoption of this Section is permitted. Section 1601 together with Section 1602 establishes standards for the preparation of consolidated financial statements. These standards are not expected to have an impact on our financial statements.

In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with International Financial Reporting Standards (“IFRS”) over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly accountable companies to use IFRS, replacing Canadian GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2010 will require the restatement for comparative purposes of amounts reported by us for the year ended December 31, 2010. Adoption of IFRS as Canadian GAAP will require us to make certain accounting policy choices and could materially impact our reported financial position and results of operations.

Changes in Account Policies, including Initial Adoption

International Financial Reporting Standards

In 2006, the AcSB ratified a strategic plan that will result in Canadian GAAP, as used by publicly accountable enterprises, being fully converged with IFRS as issued by the International Accounting Standards Board over a transitional period to be completed by 2011. We will be required to report using the converged standards effective for interim and annual financial statements relating to fiscal years beginning no later than on or after January 1, 2011.

Canadian GAAP will be fully converged with IFRS through a combination of two methods: as current joint-convergence projects of the United States’ Financial Accounting Standards Board and the International Accounting Standards Board are agreed upon, they will be adopted by the AcSB and may be introduced in Canada before the publicly accountable enterprises’ transition date to IFRS; and standards not subject to a joint-convergence project will be exposed in an omnibus manner for introduction at the time of the publicly accountable enterprises’ transition date to IFRS.

The International Accounting Standards Board currently, and expectedly, has projects underway that are expected to result in new pronouncements that continue to evolve IFRS, and, as a result, IFRS as at the transition date is expected to differ from its current form.

The eventual changeover to IFRS represents changes due to new accounting standards. The transition from current Canadian GAAP to IFRS is a significant undertaking that may materially affect our reported financial position and results of operations.

We have not completed development of our IFRS changeover plan, which will include project structure and governance, resourcing and training, analysis of key GAAP differences and a phased plan to assess accounting policies under IFRS as well as potential IFRS 1 exemptions. We are working on our IFRS conversion program and accounting policies in accordance with IFRS have been prepared. We are continuing to assess the financial reporting impacts of the adoption of IFRS and, at this time, the impact on our future financial position and results of operations is not reasonably determinable or estimable. Further, we anticipate a significant increase in disclosure resulting from the adoption of IFRS and are continuing to assess the level of this disclosure required and any necessary systems changes to gather and process the information.

C. Research and Development, Patents and Licenses etc.

We incurred research and development costs of $77,186, $nil and $nil in 2009, 2008 and 2007, respectively and clinical development costs of $275,925, $nil and $nil, in 2009, 2008 and 2007, respectively. Our research currently focuses on the development of our non-surgical hair cell replication technology. In 2008, we were granted a patent for our technology in each of Australia and the European Union. Patents in other global jurisdictions, including Canada, Japan and the United States, have been applied for and are pending. We will continue to conduct our research and development activities through contracts with the University of British Columbia, Tricholog GmbH, Pharmalog Institute fur klniische Forschung GmbH, and other research institutions and commercial entities when needed.

D. Trend Information

As we have just implemented a new business plan, we do not currently know of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net sales or revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

E. Off-Balance Sheet Arrangements

We do not have any 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 investors.

F. Contractual Obligations

In a sublease dated August 3, 2010, Berkeley Resources agreed to sublet a 2,000 square foot portion of the second floor of 455 Granville Street, Vancouver, B.C. to TrichoScience. The sublease is for a term of two years, beginning August 3, 2010, with rent of $3,000 per month, plus applicable sales tax, payable to Berkeley.

We had no contractual obligations as of December 31, 2009 or as of the date of this Form 20-F.

G. Safe Harbor

Not applicable.

ITEM 6. Directors, Senior Management and Employees

A. Directors and Senior Management

The following table sets out our directors, members of our administrative, supervisory and management bodies, and founders. As a result of the acquisition of the shares of TrichoScience and 583885, we agreed to appoint certain of the persons set forth in the following table, with the exception of Brent Petterson who was a director and officer of our company prior to the closing of those transactions, as directors and officers of our company. There are no family relationships between any of the directors, officers or founders of our company.

Name and Age	Present Position with our Company	Age	Date of Commencement with our Company
David Hall ⁽¹⁾	President and Director	57	December 22, 2010
Brent Petterson	Chief Financial Officer	49	February 15, 2008
Matt Wayrynen ⁽¹⁾	Founder, Vice President of Corporate Development and Director	49	December 22, 2010
Dr. Rolf Hoffmann	Chief Medical Officer and Director	49	December 22, 2010
Peter Jensen ⁽¹⁾	Chairman of the Board and Director	58	December 22, 2010
Pamela Lynch	Corporate Secretary	38	December 22, 2010
Dr. Jerry Shapiro	Founder	56	N/A
Dr. David McLean	Founder	63	N/A
Dr. Harvey Lui	Founder	49	N/A
Dr. Kevin McElwee	Founder	41	N/A

⁽¹⁾ Member of the audit committee.

David Hall – President and Director

Mr. Hall is presently a consultant to the Life Sciences industry. From 1994 through 2008, Mr. Hall served in roles as Chief Financial Officer, Chief Compliance Officer and Senior Vice President of Government & Community Relations for Angiotech Pharmaceuticals Inc. (“Angiotech”). He also acted as the Corporate Secretary and Treasurer of Angiotech. Mr. Hall is highly committed to governmental policy issues related to the biotech industry. He is a past Chairman of Life Sciences BC and currently serves as a Director of the International Finance Centre. He has served as the Chairman of the Biotech Industry Advisory Committee to the BC Competition Council and as a member of the BC Task Force on PharmaCare. Mr. Hall is also a member of the University of British Columbia's Tech Equity Investment Committee and is a director and Chairman of the Audit Committee of GLG Lifetech Corporation.

Brent Petterson – Chief Financial Officer and Director

Mr. Petterson has been a certified general accountant from 1989 to the present. He has extensive experience in financial reporting matters associated with public companies. He is currently on the board of directors of Garibaldi Resources Corp., a public mineral exploration company with its shares listed on the TSX Venture Exchange.

Matt Wayrynen – Vice President of Corporate Development and Director

Mr. Wayrynen has extensive experience in venture capital management, startup financing and mergers and acquisitions. Most recently he served as an executive director of Quinto Mining and was active in the sale of that company to Consolidated Thompson Iron Mines Ltd. in 2008.

Prof. Rolf Hoffmann, MD – Chief Medical Officer and Director

Dr. Hoffmann is a top European researcher who spent decades researching in the fields of pattern hair loss, alopecia areata, endocrinology of the hair follicle and hair follicle morphogenesis. Together with Dr. McElwee, he is the applicant of a landmark patent on the use of hair follicle cup cells and their use in hair diseases. He is working clinically in his private practice, as a teaching professor in the Department of Dermatology for Marburg University as well as histopathogically on hair diseases, where he has published chapters in text books. Dr. Hoffmann has participated in dozens of clinical hair studies and consulted for a variety of large companies on hair matters. He is the inventor of TrichScan, the world’s first GCP – approved technique to measure hair growth. Since then he has run a successful privately owned company to market the device for dermatologists and to offer it as a service for clinical trials.

Peter Jensen – Chairman of the Board and Director

Mr. Peter K. Jensen holds a Bachelor of Science and two Law degrees from McGill University. Prior to his law degrees he was engaged in diabetes research and medical clinic management. In 1981, he commenced the practice of law in the corporate and securities fields in British Columbia. Mr. Jensen has a wide range of legal counseling experience internationally and has a depth of experience in trans-border transactions. Mr. Jensen has been and is a director of a number of private and publicly traded companies and has assisted in the raising of finance for these companies in Canada, the United States, Europe and Asia.

Pamela Lynch – Corporate Secretary

Ms. Pamela A. Lynch is a Certified Management Accountant (BC). Ms. Lynch has ten years of experience providing management consulting services to small, publicly listed companies in Canada. Most recently she has served as Chief Financial Officer and Corporate Secretary to several companies listed on the TSX Venture Exchange. Ms. Lynch holds the position of Corporate Secretary with TrichoScience. Ms. Lynch currently holds the following positions with public companies other than our company: Chief Financial Officer and Corporate Secretary of Cresval Capital Corp, a company listed on the TSX Venture Exchange; Corporate Secretary of Mill Bay Ventures Inc., a company listed on the TSX Venture Exchange; Chief Financial Officer and Corporate Secretary of Golden Odyssey Mining Inc., a company listed on the TSX Venture Exchange; Chief Financial Officer and Corporate Secretary of Berkley Resources Inc., a company currently listed on the Canadian National Stock Exchange; and Treasurer and Corporate Secretary of American Uranium Corporation., a corporation currently quoted on the Over-The-Counter Bulletin Board.

Dr. Jerry Shapiro, MD, FRCPC – Founder

Dr. Shapiro is one of the most experienced hair dermatologists in the world and has specialized in hair disorders for the past 22 years. He holds dual academic appointments as Clinical Professor and Adjunct Professor at both the University of British Columbia and New York University School of Medicine in New York City. In 1986, he founded and became a director of the University of British Columbia’s Hair Clinic. He has been a visiting professor in universities internationally and has authored and co-authored numerous publications on hair biology and hair diseases, including authoring the textbook, “Hair Loss: Principles of Diagnosis and Management of Alopecia”, published in 2002.

Dr. David McLean MD, FRCPC – Founder

Dr. McLean is a Professor of Dermatology and the former Head of Dermatology at the University of British Columbia. He also serves as the Secretary-General of the International League of Dermatologic Societies and is on active staff at the British Columbia Cancer Agency, where he heads up Cancer Prevention. Dr. McLean has contributed to numerous start-up companies in his career and holds six US patents.

Dr. Harvey Lui, MD, FRCPC – Founder

Dr. Lui is the Medical Director of the Vancouver General Hospital Skin Care Centre, the largest medical facility in Canada devoted to dermatology. He is also the head of the Department of Dermatology and Skin Science at the University of British Columbia, which is the first and only academic dermatology department in Canada. After receiving his Bachelor of Science, Medical Degree, and Dermatology specialization from the University of British Columbia, Dr. Lui was a Clinical Fellow at the Massachusetts General Hospital, Harvard Medical School. Dr. Lui is a member of the American Board of Dermatology and the American Society for Laser Medicine and Surgery. Along with his duties at The Skin Care Centre and the University of British Columbia, he is also on staff at the BC Cancer Agency and the BC Children’s Hospital.

Dr. Kevin McElwee, Ph.D. – Founder

Dr. McElwee has been an Associate Professor at the University of British Columbia since 2004, where he focuses on the diverse roles of the hair follicle in cutaneous disease and tissue regeneration. Dr. McElwee has over 50 peer reviewed publications in professional scientific and medical journals and has authored more than ten chapters in academic books on hair biology and immunology. Prior to joining the University of British Columbia, Dr. McElwee was a senior scientist at Phillipps University of Marburg in Germany and a Postdoctoral Fellow at The Jackson Laboratory in Bar Harbor, Maine. Dr. McElwee holds a Ph.D. in Cell Biology from the University of Dundee, Scotland, and a B.Sc. Hons. in Cell and Immunobiology – Zoology from the University of Aberdeen, Scotland.

B. Compensation

The following table sets out the compensation provided to our directors, officers, founders and members of our administrative, supervisory and management bodies for performance of their duties during the fiscal year ended December 31, 2009:

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive compensation plan compensation ($)		Pension value ($)	All other Compen- sation ($)	Total Compen- sation ($)
Name and principal position	Year	Salary ($)	Share- based awards ($)	Option- based awards ($)	Annual incentive plans	Long- term incentive plans	Pension value ($)	All other Compen- sation ($)	Total Compen- sation ($)
David Hall ⁽¹⁾ President and Director	2009	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Matt Wayrynen ⁽²⁾ VP of Corporate Development and Director	2009	Nil	Nil	Nil	Nil	Nil	Nil	36,300 ⁽⁴⁾	36,300 ⁽⁴⁾
Dr. Rolf Hoffmann ⁽²⁾ Chief Medical Officer and Director	2009	Nil	Nil	Nil	Nil	Nil	Nil	24,000	24,000
Peter Jensen ⁽²⁾ Chairmen and Director	2009	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Pamela Lynch Corporate Secretary	2009	Nil	Nil	Nil	Nil	Nil	Nil	15,024	15,024
Brent Petterson ⁽³⁾ Chief Financial Officer	2009	Nil	Nil	Nil	Nil	Nil	Nil	33,000 ⁽⁵⁾	33,000 ⁽⁵⁾
Dr. Jerry Shapiro ⁽²⁾ Founder and former Director	2009	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Dr. Harvey Lui Founder	2009	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Dr. David McLean ⁽²⁾ Founder and former Director	2009	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Dr. Kevin McElwee Founder	2009	Nil	Nil	Nil	Nil	Nil	Nil	25,000	25,000

⁽¹⁾	Mr. Hall was appointed as president and director of our company on December 22, 2010 in connection with the closing of the TrichoScience Agreement. Prior to that date, he did not serve as a director or officer of TrichoScience.
⁽²⁾	Served as a director of TrichoScience in the year ended December 31, 2009.
⁽³⁾	Mr. Petterson also served as a director of our company during the fiscal year ended December 31, 2009. He resigned as a director at the closing of the TrichoScience Agreement but continues to serve as our chief financial officer.
⁽⁴⁾	Wear Wolfin Designs, a company controlled by Mr. Wayrynen, received $36,300 from TrichoScience during the fiscal year ended December 31, 2009.
⁽⁵⁾	MBP Management Ltd., a company controlled by Mr. Petterson, received $33,000 from our company during the fiscal year ended December 31, 2009.

Pension, Retirement or Similar Benefits

We do not provide pension, retirement or similar benefits to directors and executive officers. No funds were set aside or accrued by our company during the fiscal year ended December 31, 2009 to provide pension, retirement or similar benefits to our directors or officers pursuant to any existing plan provided or contributed to by us or our subsidiaries.

C. Board practices

David Hall, Peter Jensen, Matt Wayrynen, Pamela Lynch and Rolf Hoffmann were appointed as our directors and/or officers pursuant to the terms of the TrichoScience Agreement on December 22, 2010. Our directors are re-elected at the annual general meeting of our shareholders and our officers are re-appointed by our board of directors at a directors’ meeting following the annual general meeting. Each of our current directors and officers will hold their respective office until their successor is elected or appointed, unless such office is earlier vacated under any of the relevant provisions of our by-laws or the Business Corporations Act (Ontario).

Service Contracts

The service contracts and consulting agreements which TrichoScience has entered into during the last two years are set out below. All references to “we”, “us” or “our” in the descriptions of the agreements below refer to TrichoScience:

Darrell Panich – Employment Agreement

Under the terms of his employment agreement, Mr. Panich assumes the title and duties of Vice President, Clinical Affairs. Mr. Panich’s term of employment began March 15, 2010 at a base salary of $125,000 per annum, subject to a salary review every six months. Mr. Panich will be eligible to receive a bonus of up to 20 percent of his base salary, beginning one year from the start of his employment and was entitled to receive certain options. If Mr. Panich is terminated without cause, TrichoScience must pay him three months base salary if he has been employed for three years or less, or four months base salary if he has been employed for longer than this time. His employment agreement includes a six month non-competition clause. Mr. Panich and TrichoScience have also entered into a change of control agreement which provides for compensation payable to Mr. Panich if his employment is terminated, other than for cause, within twelve months of a change of control of TrichoScience, as defined in such agreement. Mr. Panich agrees to accept this compensation in full satisfaction of claims against TrichoScience. Compensation payable to Mr. Panich under this agreement includes the following items:

	1.	base salary and benefits due to Mr. Panich under the Employment Agreement in case of termination other than for cause; and

	2.	all incentives, stock options or founders shares granted to Mr. Panich by TrichoScience under any stock option agreement or shareholder agreement outstanding at the time of termination of his employment, which incentive stock options or founder shares have not yet vested, will immediately vest and will be fully exercisable.

Consulting Agreement: Tiffany Lytle Carmen Consulting

Under this consulting agreement, Tiffany Carmen Consulting Inc. (“Lytle”) agreed to provide administration services to TrichoScience in exchange for payment of $4,000 per month plus aggregate costs not in excess of $5,000. The initial term of this agreement is from November 1, 2009 until December 31, 2010 and may be renewed by the parties for periods of one year. This agreement includes terms providing for the assignment of any intellectual property by Lytle to TrichoScience and confidentiality provisions.

Consulting Agreement: Dove Communications

Under this consulting agreement, Dove Communications Inc. (“Dove”) agreed to provide services in the area of investor communications to TrichoScience in exchange for payment at a rate of $80 per hour and reasonable expenses. This agreement is for a term beginning February 22, 2010 until March 1, 2012 and may be extended for periods of one year. This agreement includes terms providing for the assignment of any intellectual property by Dove to TrichoScience and confidentiality provisions.

Consulting Agreement: Rolf Hoffmann

Under this consulting agreement, Rolf Hoffmann (“Hoffmann”) agreed to provide consulting services in the area of hair stem cells to TrichoScience in exchange for payment of $6,000 per month plus aggregate costs not in excess of $5,000 over the term. This agreement is for a term beginning September 1, 2009 until August 31, 2012 and may be renewed by the parties for additional terms of one year. This agreement includes terms providing for the assignment of any intellectual property by Hoffmann to TrichoScience and confidentiality provisions.

Consulting Agreement: Pacifica Business Management

Under this consulting agreement, Pamela Lynch dba Pacifica Business Management Solutions Ltd. (“Lynch”) agreed to provide consulting services in the area of accounting to TrichoScience in exchange for payment of $2,750 per month plus aggregate costs not in excess of $500. This agreement is for a term beginning January 1, 2010 until December 31, 2010 and may be renewed by the parties for additional terms of one year. This agreement includes terms providing for the assignment of any intellectual property by Lynch to Trichoscience and confidentiality provisions.

Consulting Agreement: Matt Wayrynen

Under this consulting agreement, Matthew Wayrynen (“Wayrynen”) agreed to provide consulting services in the area of corporate business development to TrichoScience in exchange for $6,000 per month plus reasonable expenses not in excess of $50,000 during the term of the agreement. This agreement is for a term beginning September 1, 2009 until August 31, 2012, and may be renewed by the parties for additional terms of one year. This agreement includes terms providing for the assignment of any intellectual property by Wayrynen to TrichoScience and confidentiality provisions.

Consulting Agreement: Kevin John McElwee

Under this consulting agreement, Kevin John McElwee (“McElwee”) agreed to provide consulting services in the area of hair biology and related topics to TrichoScience in exchange for payment at a rate of $250 per hour plus reasonable expenses not in excess of $5,000 during the term of the agreement. This agreement is for a term beginning September 1, 2009 until December 1, 2010 and may be renewed by the parties for additional terms of one year. This agreement includes terms providing for the assignment of any intellectual property by McElwee to TrichoScience and confidentiality provisions.

Audit Committee

Our audit committee is comprised of Matt Wayrynen, David Hall and Peter Jensen. The audit committee reviews and approves the scope of the audit procedures employed by our independent auditors, reviews the results of the auditor’s examination, the scope of audits, the auditor’s opinion on the adequacy of internal controls and quality of financial reporting and our accounting and reporting principles, policies and practices, as well as our accounting, financial and operating controls. The audit committee also reports to the board of directors with respect to such matters and recommends the selection of independent auditors. Before financial statements that are to be submitted to the shareholders at an annual general meeting are considered by the board of directors, such financial statements are submitted to the audit committee for review, following which the report of the audit committee on the financial statements is submitted to the board of directors.

Remuneration Committee

We do not have a standing remuneration committee but our entire board of directors acts as our compensation committee. We do not believe it is necessary to have a standing remuneration committee because we believe that the functions of such a committee can be adequately performed by our board of directors.

D. Employees

As of December 31, 2009, we did not have any full time employees. All functions were undertaken via consulting agreements with certain individuals as described above under the heading “Service Contracts”.

E. Share Ownership

As of December 22, 2010, we have 27,053,957 common shares, no Class A preferred shares, 5,577,581 Class B preferred shares and 7,577,581 Class C preferred shares issued and outstanding. Our Class A preferred shares are not entitled to vote at a meeting of our shareholders. All of our common shares, Class B preferred shares and Class C preferred shares are entitled to one vote per share at meetings of our shareholders. Of these, our directors, officers, founders and members of our administrative, supervisory and management bodies beneficially own, directly or indirectly, the following shares:

Name and Office Held	Number of Common Shares ⁽¹⁾	Percentage of Common Shares ⁽²⁾	Number of Class “B” Shares	Percentage of Class “B” Shares ⁽³⁾	Number of Class “C” Shares	Percentage of Class “C” Shares ⁽⁴⁾
David Hall President and Director	2,400,000 ⁽⁵⁾	8.9%	-	-	-	-
Matt Wayrynen VP of Corporate Development and Director	2,360,759	8.7%	1,055,379	18.9%	1,055,379	13.9%
Dr. Rolf Hoffmann Chief Medical Officer and Director	2,805,129	10.4%	1,277,564	22.9%	1,277,564	16.9%
Peter Jensen Chairmen and Director	250,000*	-	-	-	-	-
Pamela Lynch Corporate Secretary	-	-	-	-	-	-
Brent Petterson CFO and Director	120,000	0.4%	-	-	-	-
Dr. Jerry Shapiro Founder	2,332,944	8.6%	1,166,472	20.9%	1,166,472	15.4%
Dr. Harvey Lui Founder	888,741	3.3%	444,370	8.0%	444,370	5.9%
Dr. David McLean Founder	1,138,741	4.2%	444,370	8.0%	444,370	5.9%
Dr. Kevin McElwee Founder	2,332,944	8.6%	1,166,472	20.9%	1,166,472	15.4%

* Less than 1%.

⁽¹⁾	Does not include options to acquire common shares of our company held by the persons set forth in the table, as none of such options are exercisable within the next 60 days.
⁽²⁾	Based on 27,053,957 common shares issued and outstanding as of December 22, 2010. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
⁽³⁾	Based on 5,577,581 Class B preferred shares issued and outstanding as of December 22, 2010.
⁽⁴⁾	Based on 7,577,581 Class C preferred shares issued and outstanding as of December 22, 2010.
⁽⁵⁾	Does not include 1,000,000 common shares held by Mr. Hall’s wife over which Mr. Hall does not exercise control or direction.

Pursuant to the terms of the TrichoScience Agreement, all shareholders of TrichoScience who did not tender their shares of TrichoScience to our company at the Closing, may, until 18 months from the Closing, elect to exchange their TrichoScience shares for common, Class B and Class C shares of our company at the same exchange ratio as that used in connection with the Closing. If all of the TrichoScience shareholders, including those who tendered their TrichoScience shares at the Closing, exchange their TrichoScience shares for shares of our company within such 18 month period, we will have issued a total of 22,000,000 common shares, 11,000,000 Class B shares and 11,000,000 Class C shares to the former shareholders of TrichoScience, and TrichoScience will be a wholly-owned subsidiary of our company. If all of the TrichoScience shares are exchanged prior to the 18 month deadline, the share ownership of the persons set forth in the table above will be as follows:

Name and Office Held	Number of Common Shares ⁽¹⁾	Percentage of Common Shares ⁽²⁾	Number of Class “B” Shares	Percentage of Class “B” Shares ⁽³⁾	Number of Class “C” Shares	Percentage of Class “C” Shares ⁽⁴⁾
David Hall President and Director	2,400,000 ⁽⁵⁾	6.3%	-	-	-	-
Matt Wayrynen VP of Corporate Development and Director	3,738,857	9.9%	1,744,429	15.9%	1,744,429	13.4%
Dr. Rolf Hoffmann Chief Medical Officer and Director	4,473,354	11.8%	2,111,677	19.2%	2,111,677	16.2%
Peter Jensen Chairmen and Director	250,000*	-	-	-	-	-
Pamela Lynch Corporate Secretary	-	-	-	-	-	-
Brent Petterson CFO and Director	120,000	0.3%	-	-	-	-
Dr. Jerry Shapiro Founder	3,856,106	10.2%	1,928,053	17.5%	1,928,053	14.8%
Dr. Harvey Lui Founder	1,468,993	3.9%	734,496	6.7%	734,496	5.6%
Dr. David McLean Founder	1,718,993	4.5%	734,496	6.7%	734,496	5.6%
Dr. Kevin McElwee Founder	3,856,106	10.2%	1,928,053	17.5%	1,928,053	14.8%

* Less than 1%.

⁽¹⁾	Does not include options to acquire common shares of our company held by the persons set forth in the table, as none of such options are exercisable within the next 60 days.
⁽²⁾	Based on 37,898,795 common shares issued and outstanding assuming the exchange of all common shares of TrichoScience into common, Class B and Class C shares of Newcastle. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
⁽³⁾	Based on 11,000,000 Class B shares issued and outstanding assuming the exchange of all common shares of TrichoScience into common, Class B and Class C shares of Newcastle.
⁽⁴⁾	Based on 13,000,000 Class C shares issued and outstanding assuming the exchange of all common shares of TrichoScience into common, Class B and Class C shares of Newcastle.
⁽⁵⁾	Does not include 1,000,000 common shares held by Mr. Hall’s wife over which Mr. Hall does not exercise control or direction.

Stock Option Plan

In connection with the Closing, our board of directors approved the adoption of the 2010 Stock Option Plan, subject the ratification of same by the company’s shareholders at a meeting of the shareholders to be held on January 5, 2010. The 2010 Stock Option Plan provides for the grant of incentive stock options to purchase our common shares to our directors, officers, employees and consultants. The Plan will be administered by our board of directors. The maximum number of our common shares which may be reserved and set aside for issuance under the stock option plan is 10% of the issued and outstanding common shares of our company’s stock on the date of issue. Each option, upon its exercise, entitles the grantee to one common share. The exercise price of common shares subject to an option will be determined by the board of directors at the time of grant. Stock options may be granted under our stock option plan for an exercise period of up to ten years from the date of grant of the option or such lesser periods as may be determined by our board of directors. Incentive stock options granted to shareholders holding greater than 10% of our common shares have an exercise period of a maximum of 5 years.

The following directors, officers, founders and members of our administrative, supervisory and management bodies have been granted options to acquire common shares of our company in the amounts and on the terms set forth below:

Name and Office Held	Number of Options	Date of Grant	Exercise Price	Expiry Date
Matt Wayrynen Vice President of Corporate Development and Director	450,000	December 22, 2010	$0.50	July 13, 2017
Dr. Rolf Hoffmann, MD Chief Medical Officer and Director	450,000	December 22, 2010	$0.50	July 13, 2017
Peter Jensen Chairmen and Director.	65,000	December 22, 2010	$0.50	July 13, 2017
Dr. Kevin McElwee Founder	450,000	December 22, 2010	$0.50	July 13, 2017

ITEM 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

The following table sets forth persons known to us to be the beneficial owner of more than five percent (5%) of each class of our shares issued and outstanding as of December 22, 2010. All of these persons acquired their shares of our company in connection with the closing of the TrichoScience Agreement and the 583885 Agreement. Prior to that time, we had no shareholders who were beneficial owners of more than five percent (5%) of our outstanding shares:

Name	Number of Common Shares	Percentage of Common Shares ⁽¹⁾	Number of Class “B” Preferred Shares	Percentage of Class “B” Preferred Shares ⁽²⁾	Number of Class “C” Preferred Shares	Percentage of Class “C” Preferred Shares ⁽³⁾
Dr. Jerry Shapiro	2,332,944	8.6%	1,166,472	20.9%	1,166,472	15.4%
Dr. Rolf Hoffmann	2,805,129	10.4%	1,277,564	22.9%	1,277,564	16.9%
Kevin McElwee	2,332,944	8.6%	1,166,472	20.9%	1,666,472	15.4%
Matt Wayrynen	2,360,759	8.7%	1,055,379	18.9%	1,055,379	13.9%
David Hall	2,400,000 ⁽⁴⁾	8.9%	-	-	-	-

⁽¹⁾	Based on 27,053,957 common shares issued and outstanding as of December 22, 2010. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
⁽²⁾	Based on 5,577,581 Class B preferred shares issued and outstanding as of December 22, 2010.
⁽³⁾	Based on 7,577,581 Class C preferred shares issued and outstanding as of December 22, 2010.

The voting rights of our major shareholders do not differ from the voting rights of holders of our shares who are not major shareholders. Each of the above listed securities entitles the holder to one vote at our company’s shareholder meetings.

The following table sets forth the number of our issued and outstanding common shares, Class B preferred shares and Class C preferred shares that are held by record holders in the United States:

Class	Number of Shareholders	Total Shares Held
Common Shares	12	968,499
Percentage of Common Shares	8%	3.6% ⁽¹⁾
Class B Preferred Shares	-	-
Percentage of Class B Preferred Shares	-	-
Class C Preferred Shares	-	-
Percentage of Class C Preferred Shares	-	-

⁽¹⁾ Based on 27,053,957 common shares issued and outstanding as of December 22, 2010.

To our knowledge we are not directly or indirectly owned or controlled by another company, a foreign government or any other natural or legal person, severally or jointly.

The closing of the TrichoScience Agreement and the 583885 Agreement resulted in a change of control of our company. To our knowledge, there are no other arrangements the operation of which may, at a subsequent date, result in a change in the control of our company.

B. Related Party Transactions

The following sets forth all material transactions and loans from January 1, 2007 to the current date between our company and: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, our company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of our company that gives them significant influence over our company and close members of any such individuals’ families; (d) key management personnel of our company, including directors and senior management of our company and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence. For the purposes of this section, shareholders beneficially owning a 10% interest in the voting power of our company are presumed to have a significant influence:

On September 14, 2007, we entered into an assignment agreement with Tricholog GmbH of in den Eschmatten 24, DE-79117 Freiburg, Germany (“Tricholog”). Under the assignment agreement, Tricholog agreed to assign the rights to clinical data and results from a hair cell research project to our company. In consideration, we agreed to fund the research project by paying Tricholog €290,000 in two installments. The first installment of €140,000 was required to be paid within fourteen days of the effective date of the assignment agreement or upon our company receiving notice of certain transfers of documents from Tricholog, whichever came later. The second Installment of €150,000 was required to be paid within 14 days of the effective date of the assignment agreement or upon our company receiving notice that the clinical study had been completed, whichever came later.

ITEM 8. Financial Information

A. Financial Statements and Other Financial Information

Our financial statements are stated in Canadian dollars and are prepared in accordance with Canadian GAAP. In this Form 20-F, unless otherwise specified, all dollar amounts are expressed in Canadian dollars. Financial statements included with this shell company report are listed below:

1.	Audited Annual Financial Statements as at December 31, 2009 and 2008 and for the years ended December 31, 2009, 2008 and 2007:

	(a)	Report of Independent Registered Public Accounting Firm, BDO Canada LLP, dated December 22, 2010

	(b)	Comments by Independent Registered Public Accounting Firm, BDO Canada LLP, dated December 22, 2010 on Canada – United States of America Reporting Differences;

	(c)	Balance Sheets as at December 31, 2009 and 2008;

	(d)	Statements of Operations, Comprehensive Loss and Deficit for the years ended December 31, 2009, 2008 and 2007;

	(e)	Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007; and

	(f)	Notes to Financial Statements.

2.	Unaudited Interim Financial Statements as at and for the six month periods ended June 30, 2010 and 2009:

	(a)	Balance Sheets as at June 30, 2010 and 2009;

	(b)	Statements of Operations, Comprehensive Loss and Deficit for the six month periods ended June 30, 2010 and 2009;

	(c)	Statements of Cash Flows for the six month periods ended June 30, 2010 and 2009; and

	(d)	Notes to Unaudited Interim Financial Statements.

3.	Unaudited Pro Forma Financial Statements as at and for the six month period ended June 30, 2010:

	(a)	Unaudited Pro Forma Consolidated Balance Sheet as at June 30, 2010;

	(b)	Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2010;

	(c)	Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2009; and

	(d)	Notes to the Unaudited Pro Forma Consolidated Financial Statements.

The audited financial statements for the years ended December 31, 2009, 2008 and 2007 and the unaudited financial statements for the interim period ended June 30, 2010 and 2009 can be found under “Item 17. Financial Statements”.

Legal Proceedings

The audited financial statements for the years ended December 31, 2009, 2008 and 2007, the unaudited financial statements for the interim period ended June 30, 2010 and 2009 and the pro forma financial statements can be found under “Item 17. Financial Statements”.

Dividend Distributions

Holders of our common shares are entitled to receive such dividends as may be declared from time to time by our board, in its discretion, out of funds legally available for that purpose. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.

B. Significant Changes

Other than the closing of the TrichoScience Agreement and the 583885 Agreement, each as described under the heading “Item 4. Information on Newcastle Resources Ltd. – History and Development of Newcastle Resources Ltd. – Ceasing to be a Shell Company”, there have been no significant changes that have occurred since June 30, 2010.

ITEM 9. The Offer and Listing

A. Offer and Listing Details

Price History

Our common shares, which are shares without par value, began trading on the OTC Bulletin Board on April 16, 2004 under the symbol “TRIVF”. On June 2, 2004, our symbol changed from “TRIVF” to “PNAMF”. On November 28, 2008, our symbol changed from “PNAMF” to “NCSLF” and our CUSIP number changed to 65106H 10 8.

The annual high and low market prices for our common shares for the five most recent full fiscal years were as follows:

OTC Bulletin Board
Annual Highs and Lows	High (U.S.$)	Low (U.S.$)
2005	0.62	0.10
2006	0.99	0.12
2007	0.23	0.02
2008 ⁽¹⁾	0.15	0.001
2009	2.00	0.10

⁽¹⁾

On November 10, 2008, our issued and unissued shares of common stock were consolidated on the basis of one (1) share for every (30) shares of common stock and our name was changed to Newcastle Resources Ltd. The reverse split and name change were effected with the OTC Bulletin Board on November 28, 2008 at which time our trading symbol was changed to “NCSLF”.

The high and low market prices for our common shares for each full fiscal quarter for the two most recent full fiscal years and subsequent periods on the OTC Bulletin Board were as follows:

OTC Bulletin Board
Quarterly Highs and Lows	High (U.S.$)	Low (U.S.$)
2008
First Quarter	0.07	0.02

OTC Bulletin Board
Quarterly Highs and Lows	High (U.S.$)	Low (U.S.$)
Second Quarter	0.15	0.03
Third Quarter	0.11	0.013
Fourth Quarter ⁽¹⁾	0.04	0.001
2009
First Quarter	0.89	0.16
Second Quarter	0.15	0.11
Third Quarter	2.00	0.15
Fourth Quarter	0.15	0.10
2010
First Quarter	0.13	0.02
Second Quarter	1.45	0.17
Third Quarter	0.28	0.20

⁽¹⁾

The high and low market prices of our common shares for each of the most recent six months on the OTC Bulletin Board were as follows:

OTC Bulletin Board
2010 Monthly Highs and Lows	High (U.S.$)	Low (U.S.$)
May	0.17	0.16
June	1.45	0.17
July	0.26	0.20
August	0.28	0.20
September	0.25	0.25
October	0.25	0.25

The trading price and volume of our company’s common shares has been and may continue to be subject to wide fluctuations. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with little or no current business operations. Because our common shares are only sporadically traded on the OTC Bulletin Board, and are not traded in any other markets, shareholders may find it difficult to liquidate their shares, or purchase new shares, at certain times.

All of our common shares are issued in registered form. The transfer of our common shares is managed by our transfer agent, Computershare Investor Services Inc., 3rd Floor – 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 (Telephone: 604.661.0271; Facsimile: 604.661.9549) .

At the Closing, the TrichoScience shareholders who received shares of our company in connection with the Closing deposited such shares with a trustee pursuant to the terms of a pooling agreement entered into with our company and the trustee. Such shares will be subject to a timed release schedule under which 15% of such shares will be released on the first day of each of our fiscal quarters occurring after the first anniversary of the Closing. In addition, certain shareholders of 583885 who were issued an aggregate of 3,400,000 shares of our company in connection with the closing of the 583885 Agreement deposited such shares with an escrow agent pursuant to the terms of an escrow agreement entered into with our company and the escrow agent. These shares will be released upon the occurrence of certain milestones as set out in the escrow agreement. These shares may not be traded until they are released from escrow or cease to become subject to the terms of the pooling agreement.

These shares will be released upon the occurrence of certain milestones as set out in the escrow agreement. These shares may not be traded until they are released from escrow or cease to become subject to the terms of the pooling agreement.

B. Plan of Distribution

Not applicable.

C. Markets

Our common shares are quoted on the OTC Bulletin Board (as they have been quoted since April 16, 2004). Our symbol is “NCSLF” and our CUSIP number is 65106H 10 8. Our shares are not currently listed for trading on any other market or quotation system.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10. Additional Information

A. Share Capital

As of June 30, 2010, our authorized capital consisted of an unlimited number of common shares without par value and an unlimited number of Class A non-voting, convertible, redeemable, non-cumulative 6% preference shares without par value. Pursuant to the terms of the TrichoScience Agreement, on December 21, 2010, our board of directors authorized a change to our authorized share capital to approve the issuance of an unlimited number of Class B preferred shares and Class C preferred shares, each having no par value, which was approved by a special resolution of our shareholders. Neither our company nor any of our subsidiaries holds shares of our company.

The following is a summary of the changes to our share capital over the last three fiscal years to the latest practicable date prior to this shell company report. All shares are fully paid. More than 10% of our capital has been paid for with assets other than cash within the past five years, due to issuance of shares pursuant to the TrichoScience Agreement and the 583885 Agreement, as shown below:

Balance	Number of Common Shares ⁽¹⁾	Number of Class A Preference Shares ⁽²⁾	Number of Class B Preference Shares ⁽³⁾	Number of Class C Preference Shares ⁽⁴⁾	Amount of Capital
Balance as at December 31, 2007	1,258,797	-	-	-	$8,827,569
Balance as at December 31, 2008	1,258,797	-	-	-	$8,827,569
Balance as at December 31, 2009	1,258,797	-	-	-	$8,827,569
Issued in connection with the TrichoScience Agreement in exchange for the TrichoScience shares	11,155,162	-	5,577,581	5,577,581	$320,919
Issued in connection with the 583885 Agreement in exchange for all of the shares of 583885	4,400,000	-	-	-	$925,000
2,000,000 Class C shares at US$0.0001 per share for proceeds of US$200	-	-	-	2,000,000	$200
9,000,000 common shares at US$0.05 per share for proceeds of US$450,000	9,000,000	-			$509,880
1,240,000 common shares at US$0.50 per share for proceeds of US$620,000	1,240,000	-	-	-	$620,000
Adjustment of our share capital	-	-	-	-	$(9,337,449)
Adjustment for TrichoScience’s share capital	-	-	-	-	$1,184,800
TrichoScience Private Placement	-	-	-	-	$400,000
Balance as at December 22, 2010	27,053,957	-	5,577,581	7,577,581	$3,450,719

The following table lists the outstanding options to acquire common shares of our company which were issued in connection with the closing of the TrichoScience Agreement on December 22, 2010:

Name	No. of Shares ⁽¹⁾	Date of Grant	Exercise Price	Expiration Date
Matt Wayrynen	450,000	December 22, 2010	$0.50	July 13, 2017
Dr. Rolf Hoffmann	450,000	December 22, 2010	$0.50	July 13, 2017
Peter Jensen	65,000	December 22, 2010	$0.50	July 13, 2017
Kevin McElwee	450,000	December 22, 2010	$0.50	July 13, 2017
Erich Mohr	50,000	December 22, 2010	$0.50	July 13, 2017
Andreas Finner	20,000	December 22, 2010	$0.50	July 13, 2017
Total	1,485,000

⁽¹⁾ None of these options will vest until December 22, 2011.

Prior to the Closing, Jerry Shapiro and Harvey Lui (collectively, the “Founder Optionors”) granted a total of 1,211,000 options to acquire common shares of TrichoScience (the “Founder’s Options”) to certain optionees (the “Founder Optionees”). At the Closing, each of the Founder Optionors entered into agreements with the respective Founder Optionees, pursuant to which the Founder Optionees agreed to accept shares of our company in place of shares of TrichoScience.

B. Memorandum and Articles of Association

We are incorporated under the laws of the Province of Ontario, Canada and were assigned incorporation number 202728. There are no restrictions on the objects or powers of our company.

Our Board of Directors

The by-laws of our company allow our directors to, without the authorization of our shareholders, take the following actions: borrow money upon credit of our company; issue, reissue, sell or pledge bonds, debentures, notes or other similar obligations; and charge, mortgage hypothecate, pledge or otherwise create a security interest in all or any of our currently owned or subsequently acquired real or personal property.

Our company’s by-laws state that a director of our company need not be a shareholder of our company.

Under our company’s by-laws, a director or officer who is party to, or who is a director or officer of, or who has a material interest in any person who is a party to, a material contract or proposed material contract with our company, shall disclose the nature and extent of his interest. Any such contract or proposed contract shall be referred to the board of directors or shareholders of our company for approval even if such contract is one that, in the ordinary course of our business would not require approval by our board of directors or shareholders, and a director interested in a contract so referred to our board of directors shall not vote on any resolution to approve the same unless the material contract or transaction is:

	(a)	an arrangement by way of security for money lent to or obligations undertaken by him for the benefit of our company or an affiliate of our company;

	(b)	one relating primarily to his remuneration as a director, officer, employee or agent of our company or an affiliate of our company;

	(c)	one for indemnity or insurance; or

	(d)	one with an affiliate of our company.

Notwithstanding the foregoing provisions on voting by such a director, he may be present at and counted to determine the presence of a quorum of directors.

Our Authorized Share Capital

Our authorized capital consists of an unlimited number of common shares without par value and an unlimited number of preference shares without par value. Our preference shares may be issued in one or more series and our directors may fix the number of shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series.

Our Common Shares

Holders of our common shares are entitled to vote at all meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote, receive any dividend declared by our company’s board of directors and, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares, receive the remaining property of our company upon dissolution.

Our Class A Preferred Shares

Our Class A preferred shares are shares without par value. Holders of our Class A preferred shares (the “Class A Shareholders”) are not entitled to vote at any meetings of shareholders of our company but are entitled to notice of meetings of shareholders of our company called for the purpose of authorizing the dissolution of our company or the sale of substantially all the assets of our company.

The Class A Shareholders are entitled, out of any or all profits or surplus available for dividends, to non-cumulative dividends at the rate of 6% per annum but our Class A Shareholders are not entitled to any further dividends.

The Class A Preferred Shareholders are entitled to share equally with holders of common shares of our company upon distribution of any part of the assets of our company.

Our company may redeem Class A preferred shares at any time, subject to the rights, conditions, restrictions limitations or prohibitions attached to the Class A preferred shares.

In order for the rights attached to our Class A preferred shares to be modified or for preference shares ranking in priority to our Class A preferred shares to be created, a 2/3 vote of the votes cast at a meeting of the Class A Shareholders is necessary.

Our Class B Preferred Shares

Holders of our Class B preferred shares (the “Class B Shareholders”) are entitled to receive notice of and to attend all general meetings of our shareholders and have the right to vote, either in person or by proxy, at any such meeting on the basis of one vote for each Class B preferred share held.

Our Class B preferred shares will be extinguished (and automatically cancelled) on the date on which:

	(a)	we have purchased common shares of TrichoScience for an aggregate amount of not less than $3,000,000, provided that the we sell our common shares at no less than $1.00 per share to raise the proceeds required for such purchase; and

	(b)	we acquire at least 90% of the issued and outstanding common shares of TrichoScience (exclusive of any common shares of TrichoScience owned by us).

Any amendments or alterations to the rights and restrictions of our Class B preferred shares, except as otherwise required by the Business Corporations Act (Ontario), shall be approved by the Class B Shareholders, with such approval to be given by an instrument or instruments in writing signed by the Class B Shareholders holding not less than two-thirds of the then outstanding Class B preferred shares or by resolution passed by at least two-thirds of the votes cast at a meeting or adjourned meeting of the Class B Shareholders duly called and at which a quorum was present. In the event that such approval is to be given at a meeting of the Class B Shareholders, a quorum for the meeting shall consist of the Class B Shareholders, present in person or represented by proxy, of not less than a majority of our Class B preferred shares outstanding at the time of the meeting. If, however, Class B Shareholders holding a majority of our outstanding Class B preferred shares are not present in person or represented by proxy at such meeting within 30 minutes after the time for which the meeting was called and the meeting is adjourned to a subsequent date, a quorum for the adjourned meeting shall consist of the Class B Shareholders present in person or represented by proxy at such adjourned meeting.

Our Class B preferred shares cannot be sold, transferred or otherwise disposed of without the consent of our directors.

Our Class C Preferred Shares

Subject to applicable laws, every two of our Class C preferred shares will entitle the holder thereof (each, a “Class C Shareholder”) to convert such two of our Class C preferred shares into one of our common shares (the “Conversion Right”), provided that the Conversion Right will not be exercisable by the Class C Shareholders until the United States Food and Drug Administration has approved, or otherwise provided clearance for, the commercial sale of our hair cell replication technology in the United States.

Subject to applicable laws and the conditions set out below attaching to our Class C preferred shares, the Class C Shareholders shall be entitled to receive notice of and to attend all general meetings of our shareholders and shall have the right to vote, either in person or by proxy, at any such meeting on the basis of one vote for each of our Class C preferred shares held.

Any amendments or alterations to the rights and restrictions of our Class C preferred shares, except as otherwise required by the Business Corporations Act (Ontario), shall be approved by the Class C Shareholders, with such approval to be given by an instrument or instruments in writing signed by the Class C Shareholders holding not less than two-thirds of the then outstanding Class C preferred shares of our company or by resolution passed by at least two-thirds of the votes cast at a meeting or adjourned meeting of the Class C Shareholders duly called and at which a quorum was present. In the event that such approval is to be given at a meeting of the Class C Shareholders, a quorum for the meeting shall consist of the Class C Shareholders, present in person or represented by proxy, of not less than a majority of the Class C Shares outstanding at the time of the meeting. If, however, Class C Shareholders holding a majority of our outstanding Class C preferred shares are not present in person or represented by proxy at such meeting within 30 minutes after the time for which the meeting was called and the meeting is adjourned to a subsequent date, a quorum for the adjourned meeting shall consist of the Class C Shareholders present in person or represented by proxy at such adjourned meeting.

Our Class C preferred shares cannot be sold, transferred or otherwise disposed of without the consent of our directors.

Meetings of Shareholders

Our by-laws state that an annual general meeting of shareholders shall be held at such time each year as the board of directors, chairman of the board of directors, managing director or president may from time to time determine. The board of directors, chairman of the board of directors, managing director or president has the power to call a special meeting of shareholders at any time.

The only persons entitled to be present at a meeting of the shareholders are those entitled to vote, thereat, the directors and auditors of our company and others, who, although not entitled to vote, are entitled by law to be present at a meeting. Any other person may be admitted only by invitation of the chairman of the meeting or by consent of the meeting.

Right to Own our Shares

Except as provided in the Investment Canada Act , there are no limitations specific to the rights of non-Canadians to hold or vote our common shares under the laws of Canada or Ontario, or in our charter documents.

Provisions Relevant to a Change of Control

There are no provisions in our Articles that would have the effect of delaying, deferring or preventing a change in control of our company, and that would operate only with respect to a merger, acquisition or corporate restructuring involving our company.

Disclosure of Share Ownership

Our by-laws do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed. Securities legislation in Canada, however, requires that we disclose in our annual general meeting proxy statement, holders who beneficially own more than 10% of our issued and outstanding shares, and United States federal securities laws require the disclosure in this Form 20-F of holders who own more than 5% of our issued and outstanding shares.

C. Material Contracts

The material contracts which Newcastle and TrichoScience have entered into during the last two years are set out below. All references to “we”, “us” or “our” in the descriptions of the agreements below refer to TrichoScience, with the exception of the descriptions of the TrichoScience Agreement and the 583885 Agreement:

On October 29, 2010, we entered into the TrichoScience Agreement, pursuant to which we agreed to acquire up to all of the issued and outstanding common shares of TrichoScience from the TrichoScience shareholders. At the closing of the TrichoScience Agreement on December 22, 2010, we acquired 50.7% of the outstanding TrichoScience shares in exchange for the issuance of an aggregate of: (i) 11,155,162 common shares; (ii) 5,577,581 Class B preferred shares; and (iii) 5,577,581Class C preferred shares. On that date, we also entered into a subscription agreement with TrichoScience, pursuant to which we agreed to acquire an additional 1,000,000 shares of TrichoScience at a price of $1,000,000 such that we currently own 55.6% of the issued and outstanding TrichoScience shares. See “Item 4. Information on Newcastle Resources Ltd. – History and Development of Newcastle Resources Ltd. – Ceasing to be a Shell Company”.

On October 29, 2010, we entered into the 583885 Agreement, pursuant to which we agreed to acquire all of the issued and outstanding shares of 583885 from the shareholders of 583885 in exchange for the issuance of an aggregate of 4,400,000 common shares of our company. See “Item 4. Information on Newcastle Resources Ltd. –History and Development of Newcastle Resources Ltd. – Ceasing to be a Shell Company”.

In a sublease dated August 3, 2010, Berkeley Resources Inc. (“Berkeley”) agreed to sublet a 2000 square foot portion of the second floor of 455 Granville Street, Vancouver, B.C. to our company. The sublease is for a term of two years, beginning August 3, 2010, with rent of $3000 per month, plus applicable sales tax, payable to Berkeley.

Under a consulting agreement with 583885, 583885 agreed to provide consulting services to our company to help us achieve our business objectives and provide leadership on business operations. The consulting agreement is for a term of approximately three years, automatically renewable for terms of one year. The consulting agreement will renew automatically for periods of one year unless specifically terminated. 583885 has agreed to fund the cost of its appointed person, David Hall, for a period of four months from June 1, 2010. Under the agreement, if we did not enter into the TrichoScience Agreement within four months, we would pay 583885 $10,000 per month. Upon entering into the TrichoScience Agreement, we were obligated to appoint David Hall to the position of CEO of our company on the terms of a draft management agreement exchanged between the parties. Upon the entry into the TrichoScience Agreement, we were obligated to effect a 1:1 share exchange with the shareholders of 583885 resulting in the issuance of not more than 4,400,000 common shares of our company. The consulting agreement includes terms providing for the assignment of any intellectual property by 583885 to us, non-competition and confidentiality provisions.

Under a consulting agreement with Dove Communications Inc. (“Dove”), Dove agreed to provide services in the area of investor communications to us in exchange for payment at a rate of $80 per hour and reasonable expenses. The consulting agreement is for a term beginning February 22, 2010 until March 1, 2012. The parties may extend the consulting agreement for periods of one year. The consulting agreement includes terms providing for the assignment of any intellectual property by Dove to us and confidentiality provisions.

On February 12, 2010, we signed a collaborative research agreement with the University of British Columbia and the Vancouver Coastal Health Authority (together, the “Institutions”). Under the collaborative research agreement, the Institutions agreed to undertake hair cell research and we agreed to pay research costs totaling $472,250. We will gain the rights to any intellectual property arising from the collaborative research agreement. We agreed to make the following payments to the Institutions in installments, as follows: $155,562.50 on execution; $105,562.50 on July 31, 2010; $105,562.50 on January 31, 2011; and $105,562.50 on July 31, 2011.

In a memorandum of understanding (“MOU”) dated January 25, 2010, we and the Agency for Medical Innovation (“AMI”) agreed to create an equal partnership for the development, manufacturing and worldwide distribution of the TrichoScience Stem Cell Implantation & Application System & Device (“ISD”). Under the terms of the MOU, we and AMI agreed to proceed in three phases. In the first phase, AMI will undertake concept development and limit itself to 90 days or 350 billable AMI engineering hours. We will pay AMI €70 per hour in this phase. In the second phase, AMI will undertake research and development. AMI will provide us with a summary of estimated time and costs for second phase work, to be approved by our company. Second phase costs will be divided into internal and external expenses. Internal research and development expenses are estimated at a maximum of €100,000 by AMI and these costs will be shared equally by us and AMI up to this estimate. Any internal costs over the estimate will be born by AMI. All second phase external costs will be paid by us, plus a ten percent surcharge. All patents will be our property. In the third phase, our company and AMI will enter into a long term agreement for the manufacturing of the ISD. Under this agreement, AMI will become the exclusive manufacturer of the ISD, subject to certain pricing, manufacturing and buyout provisions.

Under a consulting agreement with Pamela Lynch dba Pacifica Business Management Solutions Ltd. (“Lynch”), Lynch agreed to provide consulting services in the area of accounting to us in exchange for payment of $2,750 per month plus aggregate costs not in excess of $500. The consulting agreement is for a term beginning January 1, 2010 until December 31, 2010. The agreement may be renewed by the parties for additional terms of one year. The agreement includes terms providing for the assignment of any intellectual property by Lynch to us and confidentiality provisions.

Under a consulting agreement with Tiffany Carmen Consulting Inc. (“TCCI”), TCCI agreed to provide administration services to us in exchange for payment of $4,000 per month plus aggregate costs not in excess of $5,000. The initial term of the consulting agreement is from November 1, 2009 until December 31, 2010. The consulting agreement may be renewed by the parties for periods of one year. The consulting agreement includes terms providing for the assignment of any intellectual property by TCCI to us and confidentiality provisions.

We entered into a services agreement dated September 23, 2009, with Pharmalog Institute fur klinische Forschung GmbH (“Pharmalog”). Under the services agreement, Pharmalog agreed to carry out a clinical trial on hair cell research in exchange for our company paying €120,135 in remuneration plus various costs and taxes to Pharmalog. We also agreed to carry out certain tasks and make arrangements in support of the clinical trial. The services agreement states that we gain the rights to any intellectual property discovered as a result of the clinical trial.

Under an assignment agreement, signed September 17, 2009, Tricholog assigned all of its rights and obligations under an agreement with Innovacell Biotechnologie Gmbh (“Innovacell”) to our company. Under the assignment agreement, Innovacell is obligated to undertake scientific research to develop methods for the manufacturing of certain hair cells and apply for a manufacturing license in order to be able to produce such cells for our exclusive benefit. Under the assignment agreement, we are required to pay Innovacell a total price of €23,000 in three installments. The first installment of 40 percent is due upon signing of the assignment agreement. 30 percent of the price is due upon completion of a trial run of results of the research. The remaining 30 percent of the price is due upon submission for national approval. Our obligations and those of Innovacell terminate when a production license has been granted to Innovacell. We may then negotiate a new agreement with Innovacell.

Under a consulting agreement with Matt Wayrynen, Mr. Wayrynen agreed to provide consulting services in the area of corporate business development to us in exchange for $6,000 per month plus reasonable expenses not in excess of $50,000 during the term of the consulting agreement. The consulting agreement is for a term beginning September 1, 2009 until August 31, 2012. The consulting agreement may be renewed by the parties for additional terms of one year. The consulting agreement includes terms providing for the assignment of any intellectual property by Mr. Wayrynen to us and confidentiality provisions.

Under a consulting agreement with Kevin McElwee, Mr. McElwee agreed to provide consulting services in the area of hair biology and related topics to us in exchange for payment at a rate of $250 per hour plus reasonable expenses not in excess of $5,000 during the term of the consulting agreement. The consulting agreement was for a term beginning September 1, 2009 until December 1, 2010 but was extended for an additional year and may be renewed by the parties for additional terms of one year. The consulting agreement includes terms providing for the assignment of any intellectual property by Mr. McElwee to us and confidentiality provisions.

Under an intellectual property exclusive licensing agreement dated September 7, 2007, Rolf Hoffmann and Kevin McElwee agreed to transfer the rights to certain technology, which was the subject of a patent application in Germany, to us. We agreed to take on all costs and obligations of maintaining and protecting the patents.

Under an employment agreement with Darrell Panich, Mr. Panich receives a base salary of $125,000 per annum, subject to a salary review every six months. Under the employment agreement, Mr. Panich will receive 50,000 options on the shares of our company. If Mr. Panich is terminated without cause, we must pay him three months base salary if he has been employed for three years or less, or four months base salary if he has been employed for longer period. A change in control agreement is attached to the employment agreement, which provides for compensation payable to Mr. Panich if his employment is terminated, other than for cause, within twelve months of a change of control of our company. Under the employment agreement, Mr. Panich agrees to accept this compensation in full satisfaction of any claims against us relating to his employment. Compensation payable to Mr. Panich under the change in control agreement includes the following items: base salary and benefits due to Mr. Panich under the employment agreement in case of termination other than for cause; and all incentives, stock options granted to Mr. Panich by us under any stock option agreement outstanding at the time of termination of his employment, which incentive stock options have not yet vested, will immediately vest and will be fully exercisable.

Under a consulting agreement with Rolf Hoffman, Dr. Hoffmann agreed to provide consulting services in the area of hair stem cells to us in exchange for payment of $6,000 per month plus aggregate costs not in excess of $5,000 over the term. The consulting agreement is for a term beginning September 1, 2009 until August 31, 2012. The consulting agreement may be renewed by the parties for additional terms of one year. The consulting agreement includes terms providing for the assignment of any intellectual property by Dr. Hoffmann to us and confidentiality provisions.

D. Exchange Controls

There are no government laws, decrees or regulations in Canada which restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of our common shares. Any remittances of dividends to United States residents and to other non-residents are, however, subject to withholding tax. See “Taxation” below.

E. Taxation

Material Canadian Federal Income Tax Consequences

We consider that the following general summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of our common shares who is a resident of the United States, who is not, will not be and will not be deemed to be, a resident of Canada for purposes of the Income Tax Act (Canada) and any applicable tax treaty and who does not use or hold, and is not deemed to use or hold, his common shares in the capital of our company in connection with carrying on a business in Canada (a “non-resident holder”).

This summary is based upon the current provisions of the Income Tax Act , the regulations thereunder (the “Regulations”), the current publicly announced administrative and assessing policies of the Canada Revenue Agency and the Canada-United States Tax Convention (1980), as amended (the “Treaty”). This summary also takes into account the amendments to the Income Tax Act and the Regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all such Tax Proposals will be enacted in their present form. However, no assurances can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary is not exhaustive of all possible Canadian federal income tax consequences applicable to a holder of our common shares and, except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax consequences described herein.

This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular holder or prospective holder of our common shares, and no opinion or representation with respect to the tax consequences to any holder or prospective holder of our common shares is made. Accordingly, holders and prospective holders of our common shares should consult their own tax advisors with respect to the income tax consequences of purchasing, owning and disposing of our common shares in their particular circumstances.

Dividends

Dividends paid on our common shares to a non-resident holder will be subject under the Income Tax Act to withholding tax which tax is deducted at source by our company. The withholding tax rate for dividends prescribed by the Income Tax Act is 25% but this rate may be reduced under the provisions of an applicable tax treaty. Under the Treaty, the withholding tax rate is reduced to 15% on dividends paid by our company to residents of the United States and is further reduced to 5% where the beneficial owner of the dividends is a corporation resident in the United States that owns at least 10% of the voting shares of our company.

Capital Gains

A non-resident holder is not subject to tax under the Income Tax Act in respect of a capital gain realized upon the disposition of a common share of our company unless such share is “taxable Canadian property” (as defined in the Income Tax Act ) of the non-resident holder. Our common shares generally will not be taxable Canadian property of a non-resident holder unless the non-resident holder alone or together with non-arm’s length persons owned, or had an interest in an option in respect of, not less than 25% of the issued shares of any class of our capital stock at any time during the 60 month period immediately preceding the disposition of the shares. In the case of a non-resident holder resident in the United States for whom shares of our company are taxable Canadian property, no Canadian taxes will generally be payable on a capital gain realized on such shares by reason of the Treaty unless the value of such shares is derived principally from real property situated in Canada.

Material United States Federal Income Tax Consequences

The following is a general discussion of certain possible United States Federal foreign income tax matters under current law, generally applicable to a U.S. Holder (as defined below) of our common shares who holds such shares as capital assets. This discussion does not address all aspects of United States Federal income tax matters and does not address consequences peculiar to persons subject to special provisions of Federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. See Taxation Certain Canadian Federal Income Tax Consequences above.

The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. No assurance can be given that the IRS will agree with such statements and conclusions, or will not take, or a court will not adopt, a position contrary to any position taken herein.

The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal, business or tax advice to any holder or prospective holder of our common shares, and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares are urged to consult their own tax advisors with respect to Federal, state, local, and foreign tax consequences of purchasing, owning and disposing of our common shares.

U.S. Holders

As used herein, a “U.S. Holder” includes a holder of less than 10% of our common shares who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity which is taxable as a corporation for United States tax purposes and any other person or entity whose ownership of our common shares is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our common shares is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.

Distributions

The gross amount of a distribution paid to a U.S. Holder will generally be taxable as dividend income to the U.S. Holder for United States federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions which are taxable dividends and which meet certain requirements will be “unqualified dividend income” and taxed to U.S. Holders at a maximum United States federal rate of 15%. Distributions in excess of our current and accumulated earnings and profits will be treated first as a tax-free return of capital to the extent the U.S. Holder’s tax basis in the common shares and, to the extent in excess of such tax basis, will be treated as a gain from a sale or exchange of such shares.

Capital Gains

In general, upon a sale, exchange or other disposition of common shares, a U.S. Holder will generally recognize a capital gain or loss for United States federal income tax purposes in an amount equal to the difference between the amount realized on the sale or other distribution and the U.S. Holder’s adjusted tax basis in such shares. Such gain or loss will be a United States source gain or loss and will be treated as a long-term capital gain or loss if the U.S. Holder’s holding period of the shares exceeds one year. If the U.S. Holder is an individual, any capital gain will generally be subject to United States federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to significant limitations.

Foreign Tax Credit

A U.S. Holder who pays (or has had withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the tax credit, among which is an ownership period requirement and the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. The availability of the foreign tax credit and the application of these complex limitations on the tax credit are fact specific and holders and prospective holders of our common shares should consult their own tax advisors regarding their individual circumstances.

Passive Foreign Investment Corporation

We do not believe that we are a passive foreign investment corporation (a “PFIC”). However, since PFIC status depends upon the composition of a company’s income and assets and the market value of its assets and shares from time to time, there is no assurance that we will not be considered a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which a U.S. Holder held shares, certain adverse tax consequences could apply to the U.S. Holder.

If we are treated as a PFIC for any taxable year, gains recognized by such U.S. Holder on a sale or other disposition of shares would be allocated ratably over the U.S. Holder’s holding period for the shares. The amount allocated to the taxable year of the sale or other exchange and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as applicable, and an interest charge would be imposed on the amount allocated to such taxable year. Further, any distribution in respect of shares in excess of 125% of the average of the annual distributions on shares received by the U.S. Holder during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, would be subject to taxation as described above. Certain elections may be available to U.S. Holders that may mitigate some of the adverse consequences resulting from PFIC status. However, regardless of whether such elections are made, dividends paid by a PFIC will not be “qualified dividend income” and will generally be taxed at the higher rates applicable to other items of ordinary income.

U.S. Holders and prospective holders should consult their own tax advisors regarding the potential application of the PFIC rules to their ownership of our common shares.

F. Dividends and Paying Agents

Not applicable.

G. Statements by Experts

Not applicable.

H. Documents on Display

Documents concerning our company referred to in this shell company report may be viewed by appointment during normal business hours at our registered and records office at Suite 800 - 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3H1.

I. Subsidiary Information

Not applicable.

ITEM 11. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM 12. Description of Securities Other Than Equity Securities

Not applicable.

PART II

ITEM 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

ITEM 15. Controls and Procedures

Not applicable.

ITEM 15T Controls and Procedures

Not applicable.

ITEM 16. [Reserved]

ITEM 16A Audit Committee Financial Expert

Not applicable.

ITEM 16B Code of Ethics

Not applicable.

ITEM 16C Principal Accountant Fees and Services

Not applicable

ITEM 16D. Exemption from the Listing Standards for Audit Committees

Not applicable.

ITEM 16E Purchases of Equity Securities the Company and Affiliated Purchasers

Not applicable.

ITEM 16F Change in Registrant’s Certifying Accountant

Not applicable.

ITEM 16G Corporate Governance

Not applicable

ITEM 17. Financial Statements

Financial Statements Filed as Part of this Report:

1.	Audited Annual Financial Statements as at December 31, 2009 and 2008 and for the years ended December 31, 2009, 2008 and 2007:

	(a)	Report of Independent Registered Public Accounting Firm, BDO Canada LLP, dated December 22, 2010;

	(b)	Comments by Independent Registered Public Accounting Firm, BDO Canada LLP, dated December 22, 2010 on Canada – United States of America Reporting Differences;

	(c)	Balance Sheets as at December 31, 2009 and 2008;

	(d)	Statements of Operations, Comprehensive Loss and Deficit for the years ended December 31, 2009, 2008 and 2007;

	(e)	Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007; and

	(f)	Notes to Financial Statements.

2.	Unaudited Interim Financial Statements as at and for the six month periods ended June 30, 2010 and 2009:

	(a)	Balance Sheets as at June 30, 2010 and 2009;

	(b)	Statements of Operations, Comprehensive Loss and Deficit for the six month periods ended June 30, 2010 and 2009;

	(c)	Statements of Cash Flows for the six month periods ended June 30, 2010 and 2009; and

	(d)	Notes to Unaudited Interim Financial Statements.

3.	Unaudited Pro Forma Financial Statements as at and for the six month period ended June 30, 2010:

	(a)	Unaudited Pro Forma Consolidated Balance Sheet as at June 30, 2010;

	(b)	Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2010;

	(c)	Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2009; and

	(d)	Notes to the Unaudited Pro Forma Consolidated Financial Statements.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

(Stated in Canadian Dollars)

	Tel: 604 688 5421	BDO Canada LLP
	Fax: 604 688 5132	600 Cathedral Place
	www.bdo.ca	925 West Georgia Street
		Vancouver BC V6C 3L2 Canada

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors,
Trichoscience Innovations Inc. (A Development Stage Company)

We have audited the balance sheets of Trichoscience Innovations Inc. as at December 31, 2009 and 2008 and the statements of operations, comprehensive loss and deficit and cash flows for the years ended December 31, 2009, 2008 and 2007 and for the period from inception (September 7, 2006) through December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2009 and 2008 and the results of its operations and its cash flows for the years ended December 31, 2009, 2008 and 2007 and for the period from inception (September 7, 2006) through December 31, 2009 in accordance with Canadian generally accepted accounting principles.

Chartered Accountants

Vancouver, Canada
December 22, 2010

COMMENTS BY AUDITORS FOR US READERS ON CANADA - US REPORTING DIFFERENCES

In the United States of America, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is substantial doubt about a company’s ability to continue as a going concern. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes the realization of assets and discharge of liabilities in the normal course of business. As discussed in Note 1 to the accompanying financial statements, the Company is in the development stage and has incurred recurring operating losses since inception, which raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Our report to the directors dated December 22, 2010 is expressed in accordance with Canadian reporting standards which do not permit a reference to such uncertainty in the auditors’ report when the uncertainty is adequately disclosed in the financial statements.

Chartered Accountants

Vancouver, Canada
December 22, 2010

TRICHOSCIENCE INNOVATIONS INC.

BALANCE SHEETS

As at December 31 2009 and 2008

		2009			2008

ASSETS
Current Assets
Cash	$	603,907		$	-
Prepaid expenses		21,320			-

		625,227			-

Office equipment (note 4)		19,239			-
				$
	$	644,466			-

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities (note 7)	$	87,423		$	17,397


SHAREHOLDERS' EQUITY (CAPITAL DEFICIT)

Share Capital (note 5)		1,154,800			-
Share Subscriptions (note 5)		30,000			40,000
Share subscriptions receivable (note 5)		(12,500	)		-
Deficit accumulated during the development stage		(615,257	)		(57,397	)

		557,043			(17,397	)

	$	644,466		$	-


Nature of operations and ability to continue as a going concern (Note 1)
Commitments (Note 8)
Subsequent events (Notes 5 and 11)

Approved on behalf of the Board:

/s/ David Hall		/s/ Peter Jensen

Director		Director

The accompanying notes form an integral part of these financial statements.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS, COMPREHENSIVE LOSS AND DEFICIT

(Stated in Canadian Dollars)

For the Years Ended December 31 2009, 2008, and 2007

											Cumulative
											from
											inception
											to
											December
		2009			2008			2007			31, 2009

EXPENSES:
CLINICAL DEVELOPMENT

Clinical trials (note 7)	$	275,925		$	-		$	-		$	275,925

RESEARCH AND DEVELOPMENT
Consulting (note 7)		49,000			-			-			49,000
Intellectual property costs		28,186			-			-			28,186

SALES AND MARKETING
Consulting		30,750			5,814			1,060			37,624

GENERAL AND ADMINISTRATIVE
EXPENSES
Amortization		2,451			-			-			2,451
Audit fees		20,000			-			-			20,000
Legal fees		51,164			12,258			28,054			96,565
Consulting (note 7)		78,553			-			-			78,553
Office space and general		7,088			5,122			-			12,210
Travel		14,743			-			-			14,743

NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR		(557,860	)		(23,194	)		(29,114	)		(615,257	)


DEFICIT, beginning of year		(57,397	)		(34,203	)		(5,089	)		-

DEFICIT, end of year	$	(615,257	)	$	(57,397	)	$	(34,203	)	$	(615,257	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.07	)	$	(0.00	)	$	(0.01	)

WEIGHTED AVERAGE SHARES OUTSTANDING		8,370,054			8,000,000			5,646,904

The accompanying notes form an integral part of these financial statements.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Stated in Canadian Dollars)

For the Years Ended December 31, 2009, 2008 and 2007

											Cumulative
											from
											inception to
											December
		2009			2008			2007			31, 2009

OPERATING ACTIVITIES
Net loss for the year	$	(557,860	)	$	(23,194	)	$	(29,114	)	$	(615,257	)
Items not involving cash:
Amortization		2,451			-			-			2,451

Changes in non-cash working capital:

Accounts payable and accrued liabilities		70,026			(16,806	)		29,114			87,423
Prepaid expenses		(21,320	)		-			-			(21,320	)
NET CASH USED IN OPERATING ACTIVITIES		(506,703	)		(40,000	)		-			(546,703	)

INVESTING ACTIVITIES

Purchase of office furniture and equipment		(21,690	)		-			-			(21,690	)
NET CASH USED IN INVESTING ACTIVITIES		(21,690	)		-			-			(21,690	)


FINANCING ACTIVITIES
Share subscriptions received		10,000			40,000			-			50,000
Share subscriptions cancelled		(20,000	)		-						(20,000	)
Issuance of common shares		1,142,300			-			-			1,142,300
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,132,300			40,000			-			1,172,300

Increase in cash		603,907			-			-			603,907

Cash, beginning of year		-			-			-			-

Cash, end of year	$	603,907		$	-		$	-		$	603,907

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	Nil		$	Nil		$	Nil
Cash paid for interest	$	Nil		$	Nil		$	Nil

Non-Cash items (Note 5)

The accompanying notes form an integral part of these financial statements

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in Canadian Dollars)

For the Years Ended December 31, 2009, 2008 and 2007

1.	Nature of Operations and Ability to Continue as a Going Concern

	Trichoscience Innovations Inc. (the “Company” or “Trichoscience”) was incorporated under the Canada Business Corporations Act on September 7, 2006. The Company is in the development stage and has not yet realized any revenues from its planned operations. The Company was inactive until 2009 and made its best effort in raising financing. Trichoscience is engaged in the development of a non-surgical hair cell replication technology to cure pattern baldness and general hair loss in both men and women.

	These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. At December 31, 2009, the Company had accumulated losses of $615,257 since its inception and expects to incur further losses in the development of its business, which casts substantial doubt about the Company’s ability to continue as a going concern.

	The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but is considering obtaining additional funds by debt financing to the extent there is a shortfall from operations. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.

	If the going concern assumptions were not appropriate for these financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported net loss and the balance sheet classifications used.

2.	Significant Accounting Policies

	Use of estimates

	The preparation of financial statements in conformity with Canadian 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

	Office equipment

	Office equipment is recorded at cost less accumulated amortization. The Company provides for amortization, once the assets are in use, over their estimated useful lives on the declining balance method at the following rate per year:

	Office furniture and equipment	20%
	Website	30%

Amortization is taken at half the annual rate in the year of acquisition.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in Canadian Dollars)

For the Years Ended December 31, 2009, 2008 and 2007

2.	Significant Accounting Policies - Continued

	Basic and Diluted Loss per Share

	Basic loss per share is calculated by dividing the net loss for the year by the weighted average number of shares outstanding during the year. Diluted loss per share reflects the potential dilution of securities that could occur if potentially dilutive securities are exercised or converted to common stock. The dilutive effect of options and warrants and their equivalents is computed by application of the treasury stock method. Dilutive amounts are not presented when the effect of the computations is anti-dilutive due to the losses incurred. Accordingly, there would be no difference in the amounts presented for basic and diluted loss per share.

	Income Taxes

	The Company accounts for income taxes using the asset and liability method. Under this method, current income taxes are recognized for the estimated income taxes payable for the current period. Future income tax assets and liabilities are determined based on differences between the tax and accounting basis of assets and liabilities as well as the benefit of losses available to be carried forward to future years. The future tax assets or liabilities are calculated using the tax rates in effect for the period in which the differences are expected to be settled. Future tax assets are recognized to the extent that they are considered more likely than not to be realized.

	Research and development costs

	Research costs are expensed as incurred. Development costs are expensed as incurred unless the Company believes a development project meets generally accepted accounting criteria for deferral and amortization. Research and development costs include, but are not limited to, contract research costs associated with clinical trials, consulting and regulatory fees, professional fees and licensing fees.

	Investment tax credits

	Investment tax credits are recorded in the fiscal period the qualifying expenditures are incurred provided there is reasonable assurance that the tax credit will be realized. Investment tax credits are accounted for using the cost reduction method, which recognizes the credits as a reduction of the cost of the related assets or expenditures. There were no investment tax credits recognized during the years covered by these financial statements.

	Foreign currency translation

	Revenue and expense transactions denominated in foreign currencies are translated into Canadian dollars at the exchange rate in effect at the time of such transactions. Foreign currency denominated monetary assets and liabilities are translated at current rates at the balance sheet date. Gains or losses resulting from these translation adjustments are included in the net income or loss from operations.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in Canadian Dollars)

For the Years Ended December 31, 2009, 2008 and 2007

2.	Significant Accounting Policies - Continued

	Financial instruments – Recognition, Measurement, Disclosure and Presentation

	The Company’s financial instruments include cash and accounts payable and accrued liabilities. Upon initial recognition, all financial instruments are recorded on the balance sheet at fair value. Subsequent measurement is then based on the financial instruments being classified into one of five categories: held for trading, held to maturity, loans and receivables, available for sale and other liabilities. The Company has designated its cash as held for trading which is measured at fair value. Gains and losses related to periodic revaluation are recorded to net income or loss. Accounts payable and accrued liabilities are classified as other liabilities and are measured at amortized cost determined using the effective interest method. The Company does not hold any available for sale financial instruments which would give rise to comprehensive income or loss.

	In 2009, the CICA amended Section 3862, “Amendment to Financial Instruments – Disclosures” to require disclosures about the inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices 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; and
Level 3 – Inputs that are not based on observable market data.

The Company categorizes its financial instruments which are measured at fair value as level 1.

Recent accounting pronouncements

Business Combination, Non-controlling Interest, and Consolidation

In January 2009, the CICA issued Handbook Sections 1582, Business Combinations, (“Section 1582”), 1601, Consolidated Financial Statements, (“Section 1601”) and 1602, Non-controlling Interests, (“Section 1602”) which replaces CICA Handbook Sections 1581, Business Combinations, and 1600, Consolidated Financial Statements. Section 1582 establishes standards for the accounting for business combinations that is equivalent to the business combination accounting standard under International Financial Reporting Standards (“IFRS”). Section 1582 is applicable for the Company’s business combinations with acquisition dates on or after January 1, 2011. Section 1601 together with Section 1602 establishes standards for the preparation of consolidated financial statements. Early adoption of these Sections is permitted but all three sections must be applied concurrently. These standards are not expected to have an impact on the Company’s financial statements.

International Financial Reporting Standards (“IFRS”)

In 2006, AcSB published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly accountable companies to use IFRS, replacing Canadian GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2010 will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010. Adoption of IFRS as Canadian GAAP will require the Company to make certain accounting policy choices and could materially impact our reported financial position and results of operations.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in Canadian Dollars)

For the Years Ended December 31, 2009, 2008 and 2007

3.	Accounting Changes

	The Canadian Accounting Standards Board (“AcSB”) issued Handbook Section 3064 which replaces Section 3062, “Goodwill and Other Intangible Assets”. This new section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. Standards concerning goodwill remain unchanged from the standards included in the previous Section 3062. The section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008. Effective January 1, 2009, the Company has adopted this amendment and the adoption did not have a significant impact on the financial statements.

	In January 2009, the Emerging Issues Committee issued EIC-173, ‘‘Credit Risk and the Fair Value of Financial Assets and Financial Liabilities’’ (‘‘EIC-173’’). The Committee concluded that an entity’s credit risk and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and financial liabilities, including derivative instruments. Adoption of this standard had no impact on the Company’s financial statements.

4.	Office Furniture and Equipment

				Accumulated		December 31,		December 31,
		Cost		Amortization		2009		2008
Furniture and equipment	$	15,128	$	1,513	$	13,615	$	-
Website		6,562		938		5,624		-
	$	21,690	$	2,451	$	19,239	$	-

5.	Share Capital

	a)	Authorized:
		Unlimited common shares, without par value

	b)	Issued and Outstanding:

	Number of
	Shares			Amount
Balance, December 31, 2007	10,000,000		$	-
Reduction pursuant to share consolidation	(2,000,000	)
Balance, December 31, 2008	8,000,000		$	-
Issued in the year for cash – at $1.00	1,142,300			1,142,300
Shares issued for which cash was received in 2010	12,500			12,500
Balance, December 31, 2009	9,154,800		$	1,154,800

During the year ended December 31, 2009, the Company issued 1,154,800 common shares at a price of $1.00 per share, of which $12,500 was received subsequent to December 31, 2009.

During the year ended December 31, 2008, the Company consolidated its common shares at a ratio of 10:8.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in Canadian Dollars)

For the Years Ended December 31, 2009, 2008 and 2007

5.	Share Capital - Continued

	c)	Share subscriptions

		During the year ended December 31, 2008, the Company had received $40,000 pursuant to share subscription agreements, of which $20,000 were cancelled and returned to a subscriber in 2009 and issued the shares for the remaining $20,000 subscription subsequent to December 31, 2009.

		During the year ended December 31, 2009, the Company had received a $10,000 share subscription which was subsequently cancelled and returned to the subscriber during the six-month period ended June 30, 2010.

6.	Income Taxes

	a)	Reconciliation of accounting and taxable income, for the years ended December 31 are as follows:

		2009			2008			2007

Net loss for the year before taxes	$	$557,860		$	$23,194		$	$29,114
Combined federal and provincial income tax rate		13.50%			14.92%			17.62%
Computed income tax expense (reduction)		(75,300	)		(3,500	)		(5,000	)
Increase (decrease) resulting from
Non-deductible items		100			-			-
Tax adjustment from rate change and other		(63,400	)		(2,500	)		(4,000	)
Change in valuation allowance		138,600			6,000			9,000
Recovery of income taxes	$	-		$	-		$	-

The components of the future income tax asset (liability) balances for the years ended December 31, are as follows:

		2009			2008			2007


Future income tax assets
Non-capital losses	$	148,000		$	15,000		$	9,000
Office equipment		5,600			-			-
Valuation allowance		(153,600	)		(15,000	)		(9,000	)
Future income tax asset (liability)	$	-		$	-		$	-

Future income tax assets are recorded when it is more likely than not, that they will be recovered in future periods. A full valuation allowance has been taken on the future income tax assets as this criteria has not been met.

At December 31, 2009, the Company has non capital losses totalling approximately $590,000 that will expire beginning in 2026:

Year of Expiry		Amount

2026	$	5,000
2027		29,000
2028		23,000
2029		533,000
	$	590,000

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in Canadian Dollars)

For the Years Ended December 31, 2009, 2008 and 2007

7.	Related Party Transactions

	As of December 31, 2009, included in the accounts payable and accrued liabilities were $29,000 (2008: $Nil) due to directors of the Company and/or companies they control or of which they were significant shareholders for unpaid research and development consulting fees. The amounts owing are unsecured, non-interest bearing and due on demand.

	During the year ended December 31, 2009, the Company had the following related party transactions:

	a)	Research and Development consulting fees totalling $44,000 were paid to a director and a company owned by a director of the Company in 2009 (2008 - $nil, 2007 - $nil);

	b)	Administrative consulting fees totalling $30,000 (2008 - $Nil, 2007 - $Nil) were paid to a company owned by a director of the Company; and

	c)	Clinical trial costs totalling $220,626 (2008 - $nil, 2007 - $nil) were paid to a company owned by a director of the Company.

	The transactions were in the normal course of operations having been measured at the exchange amount, being the amount established and agreed to by the parties.

8.	Commitments

	a)	By an agreement dated September 1, 2007 and amended on December 2, 2008 between the Company, shareholders of the Company, two individuals, one being an officer of the Company (the “Inventors”) and a private company located in Germany owned by an officer of the Company¸ the Company was granted an option to obtain an exclusive right and license to use and exploit a technology under a license agreement and an assignment of clinical trial results relating to a clinical trial for non-surgical hair cell replication technology. If unexercised, the option would expire on December 31, 2009. As consideration, the Company issued 4.400,000 common shares of the Company to the Inventors.

		Under the terms of the agreement, the Company was required to complete one or more financings totalling $1,500,000 in gross proceeds to the Company before the option could be exercised.

		During the year ended December 31, 2009, the Company exercised the option under this agreement and as a result has entered into a Clinical Trial Results Assignment Agreement and a License Agreement.

		Pursuant to the Clinical Trial Results Assignment Agreement, the Company agreed to fund past and future expenses of a clinical trial for a hair cell replication technology at a cost of €290,000 to be paid as follows:

	i)	$220,626 (€140,000) (paid) within 14 days of the effective date of the agreement or receipt of notice that documents had been filed to obtain a production license for use in the clinical trial
	ii)	$225,000 (€150,000) within 14 days of the completion of the clinical trial.

		Upon the completion of the conditions noted above, the Company will be assigned all the results of the clinical trial, including clinical data, analyses and intellectual property rights.

	b)	Pursuant to a lease commitment dated November 2009 and effective January 1, 2010, the Company agreed to pay $3,500 per month for office space for a period of one year. Subsequent to December 31, 2009, this lease was cancelled.

	c)	Pursuant to an agreement dated September 23, 2009, the Company engaged a German company to conduct Phase I and IIA of a clinical trial at a cost of $180,200 (€120,135) plus expenses.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in Canadian Dollars)

For the Years Ended December 31, 2009, 2008 and 2007

8.	Commitments - Continued

	d)	Under an assignment agreement, dated September 17, 2009, the Company was assigned certain rights and obligations under a research agreement with a German company. Under the assignment agreement, the Germany company is obligated to undertake scientific research on behalf of the Company. Under the assignment agreement, the Company is required to pay a total of €23,000 in three instalments. The first instalment of 40 percent is due upon conclusion of work to be carried out by the German company. A further 30 percent of the price is due upon completion of a trial run of results of the research. The remaining 30 percent is due upon submission for national approval in Austria.

9.	Financial Instruments and Risk Management

	As at December 31, 2009, the Company’s financial instruments are comprised of cash and accounts payable and accrued liabilities. The fair value of cash and accounts payable and accrued liabilities approximates their carrying value due to their short-term maturity.

	Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has an exposure to the European Euros that are subject to fluctuations as a result of exchange rate variations to the extent that transactions are made in this currency. Given that at December 31, 2009 and 2008, the Company had minimal financial assets and liabilities denominated in foreign currencies, it considers this risk to be insignificant. The Company does not hedge its foreign exchange 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. The Company’s credit risk is primarily attributable to its cash. The Company limits exposure to credit risk by maintaining its cash with large financial institutions.

	Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures there is sufficient capital in order to meet short term business requirements, after taking into account the Company’s holdings of cash and potential equity financing opportunities. The Company believes that these sources will be sufficient to cover the known short and long-term requirements at this time.

	Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the Company’s cash is currently held in an interest bearing bank account, management considers the interest rate risk to be limited.

10.	Capital Management

	The Company’s objectives when managing capital (cash) are to safeguard the Company’s ability to continue as a going concern in order to pursue business opportunities. In order to facilitate the management of its capital requirements, the Company prepares periodic budgets that are updated as necessary. The Company manages its capital structure and makes adjustments to it to effectively support the Company’s objectives. In order to pay for general administrative costs, the Company will use its existing working capital and raise additional amounts as needed. The Company will continue to advance its technology.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company’s investment policy is to hold cash in interest bearing bank accounts, which pay comparable interest rates to highly liquid short-term interest bearing investments with maturities of one year or less and which can be liquidated at any time without penalties. The Company is not subject to externally imposed capital requirements and does not have exposure to asset-backed commercial paper or similar products. The Company believes it will be able to raise additional equity capital as required, but recognizes the uncertainty attached thereto. There has been no change in the Company’s approach to capital management during the year ended December 31, 2009.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in Canadian Dollars)

For the Years Ended December 31, 2009, 2008 and 2007

11.	Subsequent Events

	a)	Subsequent to December 31, 2009, the Company received $270,000 share subscriptions but the subscriptions were subsequently cancelled and the funds are to be returned to the subscribers.

	b)	Subsequent to December 31, 2009, the Company issued 400,000 common shares pursuant to a private placement at $1.00 per share for gross proceeds of $400,000.

	c)	Subsequent to December 31, 2009, the Company approved a stock option plan whereby the Company may grant options to its directors, officers and employees of the Company.Also, under various Founder’s Stock Option Agreements, certain founders of the Company have granted share purchase options to acquire 976,000 of their shares to employees and consultants of the Company.

		The options granted under the Founders Stock Option Agreements are exercisable at $1 per share with expiry dates from 2016 to 2017. Vesting term varies and is between 1/3 vest after one year of the grant date and 2/3 vest monthly over the remaining two to three year period.

	d)	In February 2010, the Company issued 30,000 common shares, of which $20,000 related to cash received in 2008.

	e)	On February 12, 2010, the Company signed a collaborative research agreement with the University of British Columbia and the Vancouver Coastal Health Authority (together, the “Institutions”). Under the collaborative research agreement, the Institutions agreed to undertake hair cell research and the Company agreed to pay research costs totalling $472,250 as consideration for the rights to any intellectual property arising from the collaborative research agreement. The Company agreed to make the following payments to the Institutions in instalments, as follows: $155,562 on execution (paid); $105,562 on July 31, 2010 (unpaid); $105,562 on January 31, 2011; and $105,562 on July 31, 2011.

	f)	In June 2010, the Company returned $10,000 to a share subscriber for funds received in 2009.

	g)	In July 2010, under the Company’s stock option plan, the Company granted a total of 1,485,000 options to the directors and officers and consultants of the Company. Under various Founder’s Stock Option Agreements, certain founders of the Company have granted share purchase options to acquire 235,000 of their shares to employees and consultants of the Company.

		Pursuant to both arrangements, the options are exercisable at $1 per share with expiry dates from 2016 to 2017. These options vest as to 1/3 after one year from the grant date and 2/3 vest monthly over the remaining two to three year period.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in Canadian Dollars)

For the Years Ended December 31, 2009, 2008 and 2007

11.	Subsequent Events (continued)

	h)	On December 22, 2010, the Company closed a share exchange agreement (the “Agreement”) with Newcastle Resources Ltd. (“Newcastle”), a company incorporated in the Province of Ontario, Canada and with certain accepting shareholders of the Company, whereby Newcastle made an offer to acquire the issued and outstanding common shares of the Company in exchange for the issuance of voting common shares of Newcastle, class B voting preferred shares and class C voting preferred shares of Newcastle. Pursuant to the Agreement, the exchanging shareholders of the Company will receive 2.29 common shares, 1.147 class B preferred shares and 1.147 class C preferred shares of Newcastle for each common share of the Company.

		At closing of the transaction outlined in the Agreement noted above, Newcastle acquired 50.7% of the issued and outstanding shares of the Company from the accepting shareholders in exchange for the issuance of 11,155,162 common shares, 5,577,581 class B Preferred Shares and 5,577,581 class C convertible Preferred Shares of Newcastle (the “Acquisition”). Also at closing of the Agreement, Newcastle acquired an additional 1,000,000 common shares of the Company from treasury for $1,000,000, thereby increasing Newcastle’s ownership in the Company to 55.3%.

		Following the acquisition of the shares of the Company, Newcastle’s business has become the development of hair cell replication technology. As the former shareholders of the Company will control more than 50% of the issued and outstanding voting shares of Newcastle after the closing of the transaction, the Acquisition will be accounted for as a recapitalization of the Company. Following accounting rules applicable to a reverse acquisition, the Company is considered the acquirer and the financial statements will be presented as a continuation of the Company.

		At the Closing, stock options outstanding and exercisable for common shares of the Company were cancelled and such options reissued and exercisable for common shares of Newcastle.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in Canadian Dollars)

For the Years Ended December 31, 2009, 2008 and 2007

12.	Differences Between Canadian and United States Generally Accepted Accounting Principles

	These financial statements have been prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”), which differ in certain respects with those principles and practices that the Company would have followed had its financial statements been prepared in accordance with accounting principles and practices generally accepted in the Unites States (“US GAAP”).

Subsequent Events

In May 2009, the FASB issued ASC No. 855, “ Subsequent Events, ” which established general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued. It sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date and up to the date the financial statements are issued, being December 22, 2010. ASC 855 was effective for financial statements issued for interim and annual periods ending after June 15, 2009 and did not have any impact on the Company’s financial statements.

Development Stage

The Company is devoting substantially all of its present efforts to the development of a non-surgical hair cell replication technology to cure pattern baldness and general hair loss in both men and women. All losses accumulated since inception has been considered as part of the Company’s development stage activities.

Uncertain Tax Positions

FASB issued an accounting pronouncement, ASC 740 "Accounting for Uncertainty in Income Taxes". ASC 740 prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions.

The Company’s tax returns are subject to tax examinations by tax authorities until the respective statute of limitation. It is subject to tax examinations by tax authorities for all taxation years commencing on or after 2006. Management’s analysis of ASC 740 supports the conclusion that the Company does not have any accruals for uncertain tax positions as of December 31, 2009, 2008 and 2007. As a result, tabular reconciliation of beginning and ending balances would not be meaningful. If interest and penalties were to be assessed, the Company charge interest to interest expense, and penalties to other operating expense. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.

Impairment of Long-Lived Assets

The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in Canadian Dollars)

For the Years Ended December 31, 2009, 2008 and 2007

12.

Differences Between Canadian and United States Generally Accepted Accounting Principles - Continued

As of December 31, 2009, 2008 and 2007, there are no material differences between Canadian GAAP and US GAAP.

Accounting Standards Not Yet Effective

In June 2009, new guidance relating to the accounting for transfers of financial assets was issued. The new guidance, which was issued as, Accounting for Transfers of Financial Assets , has not yet been adopted into Codification. The new standard eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. The new guidance is effective for fiscal years beginning after November 15, 2009. The Company is evaluating the impact it would have to the Company’s financial statements.

In February 2010, the FASB issued Accounting Standards Update 2010-09, “Subsequent Events”. This Update clarifies the financial statement issuance dates that potentially conflict with some of the Securities and Exchange Commission’s guidance. The amendment is effective for interim or annual periods ending after June 15, 2010. The Company is currently evaluating the impact of this update on the financial statements.

In April 2010, the FASB issued Accounting Standards Update 2010-13, “Compensation – Stock Compensation (Topic 718). The objective of this update is to address the classification of an employee share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. It provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment award that contains a condition that is not a market, performance, or service condition is required to be classified as a liability. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted. The Company is currently evaluating the impact of this update on the financial statements.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Stated in Canadian Dollars)

For the Years Ended December 31, 2009, 2008 and 2007

12.	Differences Between Canadian and United States Generally Accepted Accounting Principles - Continued

	During the year ended December 31, 2008, the Company completed a stock split at a ratio of 10:8. The statements of stockholders’ equity since the incorporation date are presented as follow:

STATEMENTS OF STOCKHOLDERS’ EQUITY

											Deficit
			Common Stock								Accumulated
								Share			During the
					Share			Subscriptions			Development
	Shares		Amount		Subscriptions			Receivable			Stage			Total


Balance, September 7, 2006	-	$	-	$	-		$	-		$	-		$	-
Capital stock issued for cash on September 7, 2006 – at $0.0000015	4,480,000		-		-			-			-			-

Net loss for the period	-		-		-			-			(5,089	)		(5,089	)
Balance, December 31, 2006	4,480,000		-		-			-			(5,089	)		(5,089	)
Capital stock issued on September 1, 2007 as consideration for an intellectual property option agreement	3,520,000		-		-			-			-			-
Net loss for the year			- -		-			-			(29,114	)		(29,114	)
Balance, December 31, 2007	8,000,000		-		-			-			(34,203	)		(34,203	)
Shares subscribed on August 15, 2008 – at $1.00	-		-		40,000			-			-			40,000
Net loss for the year	-		-		-			-			(23,194	)		(23,194	)
Balance, December 31, 2008	8,000,000		-		40,000			-			(57,397	)		(17,397	)
Capital stock issued for cash on August 26, 2009 – at $1.00	1,142,300		1,142,300					-			-			1,142,300
Cancellation of subscription agreements on December 1, 2009 – at $1.00	-		-		(20,000	)		-			-			(20,000	)
Shares issued on November 10, 2009 for which cash was received in February 2010 – at $1.00	12,500		12,500					(12,500	)		-			-
Shares subscribed on August 28, 2009 – at $1.00	-		-		10,000			-			-			10,000
Net loss for the year	-		-		-			-			(557,860	)		(557,860	)
Balance, December 31, 2009	9,154,800	$	1,154,800	$	30,000		$	(12,500	)	$	(615,257	)	$	557,043

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED JUNE 30, 2010

(Stated in Canadian Dollars)

(Unaudited)

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

BALANCE SHEETS

(Unaudited - Stated in Canadian Dollars)

		June 30, 2010			December 31, 2009

ASSETS
Current Assets
Cash	$	69,305		$	603,907
Funds held in trust (note 3)		270,000			-
Prepaid expenses		50,042			21,320

		389,347			625,227

Office equipment (note 4)		27,534			19,239

	$	416,881		$	644,466

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities (note 6)	$	195,532		$	87,423
Share Subscriptions (note 5)		270,000			-

		465,532			87,423


SHAREHOLDERS' EQUITY(CAPITAL DEFICIT)

Share Capital (note 5)		1,184,800			1,154,800
Share Subscriptions (note 5)		-			30,000
Share subscriptions receivable (note 5)		-			(12,500	)
Contributed surplus		67,489			-
Deficit accumulated during the development stage		(1,300,940	)		(615,257	)

		(48,651	)		557,043

	$	416,881		$	644,466

Nature of operations and ability to continue as a going concern (Note 1)
Commitments (Note 7)
Subsequent events (Notes 5 and 10)

Approved on behalf of the Board:

/s/ David Hall		/s/ Peter Jensen
Director		Director

The accompanying notes form an integral part of these financial statements.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS, COMPREHENSIVE LOSS AND DEFICIT

(Unaudited - Stated in Canadian Dollars)

For the six month periods ended June 30, 2010 and 2009

								Cumulative
								from inception
								to
		2010			2009			June 30, 2010

EXPENSES:
CLINICAL DEVELOPMENT
Clinical trials	$	228,344		$	-		$	504,269

RESEARCH AND DEVELOPMENT
Consulting (note 6)		100,657			-			149,657
Intellectual property costs		-			-			28,186

SALES AND MARKETING
Consulting		35,553			3,156			73,177

GENERAL AND ADMINISTRATIVE EXPENSES
Amortization		3,408			-			5,859
Audit fees		-			-			20,000
Legal fees		37,333			9,639			133,898
Consulting (note 6)		78,245			-			156,798
Insurance		10,629			-			10,629
Office space and general		54,246			262			66,456
Payroll		44,472			-			44,472
Stock based compensation (note 5)		67,489			-			67,489
Travel		25,307			1,551			40,050

NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD		(685,683	)		(14,608	)		(1,300,940	)

DEFICIT, beginning of period		(615,257	)		(57,397	)		-

DEFICIT, end of period	$	(1,300,940	)	$	(72,005	)	$	(1,300,940	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.07	)	$	(0.00	)

WEIGHTED AVERAGE SHARES OUTSTANDING		9,179,062			8,000,000

The accompanying notes form an integral part of these financial statements.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited - Stated in Canadian Dollars)

For the six month periods ended June 30, 2010 and 2009

								Cumulative
								from
								inception to
								June 30,
		2010			2009			2010

OPERATING ACTIVITIES
Net loss for the period	$	(685,683	)	$	(14,608	)	$	(1,300,940	)
Items not involving cash:
Amortization		3,408			-			5,859
Stock based compensation		67,489			-			67,489

Changes in non-cash working capital:

Accounts payable and accrued liabilities		108,109			14,608			195,532
Prepaid expenses		(28,722	)		-			(50,042	)

NET CASH USED IN OPERATING ACTIVITIES		(535,399	)		-			(1,082,102	)

INVESTING ACTIVITIES

Purchase of office furniture and equipment		(11,703	)		-			(33,393	)

NET CASH USED IN INVESTING ACTIVITIES		(11,703	)		-			(33,393	)


FINANCING ACTIVITIES
Share subscriptions received		280,000			-			330,000
Share subscription cancelled		(10,000	)		-			(30,000	)
Funds held in trust		(270,000	)					(270,000	)
Issuance of common shares		12,500			-			1,154,800
NETCASH PROVIDED BY FINANCING
ACTIVITIES		12,500			-			1,184,800

Increase (decrease) in cash		(534,602	)		-			69,305

Cash, beginning of period		603,907			-			-

Cash, end of period	$	69,305		$	-		$	69,305

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	Nil		$	Nil		$	Nil
Cash paid for interest	$	Nil		$	Nil		$	Nil

The accompanying notes form an integral part of these financial statements

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Stated in Canadian Dollars)

For the six month periods ended June 30, 2010 and 2009

1.	Nature of Operations and Ability to Continue as a Going Concern

	Trichoscience Innovations Inc. (the “Company” or “Trichoscience”) was incorporated under the Canada Business Corporations Act on September 7, 2006. The Company is in the development stage and has not yet realized any revenues from its planned operations. The Company was inactive until 2009 and made its best effort in raising financing. Trichoscience is engaged in the development of a non-surgical hair cell replication technology to cure pattern baldness and general hair loss in both men and women.

	These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. At June 30, 2010, the Company had accumulated losses of $1,300,940 since its inception and expects to incur further losses in the development of its business, which casts substantial doubt about the Company’s ability to continue as a going concern.

	The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but is considering obtaining additional funds by debt financing to the extent there is a shortfall from operations. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.

	If the going concern assumptions were not appropriate for these financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported net loss and the balance sheet classifications used.

2.	Significant Accounting Policies

	Basis of Presentation

	These unaudited interim financial statements have been prepared using accounting principles generally accepted (“GAAP”) in Canada, using the same accounting policies and methods of Trichoscience as used in the annual year ended December 31, 2009. These unaudited interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion or management are necessary for the fair presentation of the information contained therein. They do not include all the disclosures required for annual financial statements under Canadian GAAP, and should be read in conjunction with the most recent audited financial statements of the Company.

	The results of operations for the six months ended June 30, 2010 are not necessarily indicative of those to be expected for the entire year ending December 31, 2010.

	Stock based compensation

	The Company adopted a stock option plan during the six months ended June 30, 2010. In addition, certain of the Company’s founders have entered into option agreements with consultants and employees of the Company. The Company accounts for all grants of options and equity instruments to employees, non- employees and directors by the Company and on its behalf in accordance with the fair value method of accounting for stock-based compensation.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Stated in Canadian Dollars)

For the six month periods ended June 30, 2010 and 2009

2.	Significant Accounting Policies (continued)

	The Company uses the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate.

3.	Funds held in Trust

	During the period ended June 30, 2010, the Company received proceeds of $270,000 (2009 - $Nil) from share subscription agreements. The share subscription agreements were subsequently cancelled and funds held in trust were returned to the subscribers.

4.	Office Furniture and Equipment

				Accumulated				December 31,
		Cost		Amortization		June 30, 2010		2009
Furniture and equipment	$	21,226	$	3,459	$	17,767	$	13,615
Computer equipment		2,684		201		2,483		-
Website		9,483		2,199		7,284		5,624
	$	33,393	$	5,859	$	27,534	$	19,239

5.	Share Capital

	a)	Authorized:
		Unlimited common shares, without par value

	b)	Issued and Outstanding:

	Number of
	Shares		Amount
Balance, December 31, 2008	8,000,000	$	-
Issued in the year for cash – at $1.00	1,142,300		1,142,300
Shares issued for which cash was received in 2010	12,500		12,500
1. Balance, December 31, 2009	9,154,800		1,154,800
2. Issued in the period for cash – at $1.00	30,000		30,000
3. Balance, June 30, 2010	9,184,800	$	1,184,800

During the year ended December 31, 2009, the Company issued 1,154,800 common shares at a price of $1.00 per share, of which $12,500 was received subsequent to December 31, 2009.

During the period ended June 30, 2010, the Company issued 30,000 common shares at a price of $1.00 per share, of which $20,000 had been received during the fiscal year ended 2008 and the remaining $10,000 was received during the six-month period ended June 30, 2010.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Stated in Canadian Dollars)

For the six month periods ended June 30, 2010 and 2009

6.	Share Capital (continued)

	c)	Share subscriptions

		During the year ended December 31, 2008, the Company had received $40,000 pursuant to share subscription agreements, of which $20,000 were cancelled and returned to a subscriber in 2009 and the Company has issued the shares for the remaining $20,000 subscription subsequent to December 31, 2009.

		During the year ended December 31, 2009, the Company had received a $10,000 share subscription which was subsequently cancelled and returned to the subscriber during the six-month period ended June 30, 2010.

		During the six months period ended June 30, 2010, the Company received $270,000 in share subscriptions. As the subscriptions were subsequently cancelled, the Company has placed the funds in trust to be returned to the subscribers (see note 3).

	d)	Stock option plans

		(i)	Under various Founders’ Stock Option Agreements, certain founders of the Company have granted share purchase options to acquire 976,000 of their shares to employees and consultants of the Company as of June 30, 2010. Such Founder options are exercisable at $1 per option with 1/3 vesting on the grant date and the remaining 2/3 vesting on a monthly basis over between 24-month and 36-month period expiring after six to seven years. Subsequent to June 30, 2010, certain founders have granted additional options in respect of 235,000 of their shares to employees and consultants of the Company.

		(ii)	On January 11, 2010, the Company approved a stock option plan whereby the Company may grant directors, officers, employees and consultants common share purchase options. The maximum number of shares reserved for issue under the plan shall not exceed 20% of the outstanding common shares of the Company, as at the date of the grant. The stock options can be exercisable for a maximum of 7 years from the grant date and with various vesting terms. Subject to applicable law and any shareholder or other approval which may be required, the Board may in its discretion amend the Plan to increase such maximum number of Shares issuable hereunder.

	e)	Stock option Compensation

		During the six-month period ended June 30, 2010, the Company under the Founder Stock Option Agreements covering 976,000 share purchase options were issued to an employee and consultants of the Company. Vesting terms are 1/3 vest after one year and 2/3 vest monthly over the remaining two year period. The Company uses an option pricing model to determine the fair value of the options. The Company recognized a fair value of $67,489 as stock based compensation expense in the statement of operations for the six-month period ended June 30, 2010 (June 30, 2009 - $Nil). The weighted-average grant date fair value of the options was $0.17 per option and was estimated using the following weighted average assumptions:

	June 30, 2010
Risk-free interest rate	2.98%
Weighted-average expected life	6.3 years
Expected volatility	81%
Expected dividends	Nil

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Stated in Canadian Dollars)

For the six month periods ended June 30, 2010 and 2009

5.	Share Capital (continued)

A summary of the status of the Company’s outstanding share purchase options for the six months ended June 30, 2010 is as follows:

	Number of		Weighted-average
	Options		Exercise Price
Outstanding, December 31, 2009	-	$	-
Issued	976,000	$	1.00
Exercised/expired	-	$	-
Outstanding, June 30, 2010	976,000	$	1.00
Exercisable, June 30, 2010	268,642	$	1.00

Number	Exercise price	Expiry Date
806,000	$1.00	March 31, 2016
170,000	$1.00	February 28, 2017
976,000

6.	Related Party Transactions

	As of June 30, 2010, included in the accounts payable and accrued liabilities were $nil (December 31, 2009 - $29,000) due to directors of the Company and/or companies they control or of which they were significant shareholders for unpaid research and development consulting fees. The amounts owing were unsecured, non-interest bearing and due on demand.

	During the period ended June 30, 2010, the Company had the following related party transactions:

	a)	Research and Development consulting fees totalling $66,000 were paid to a director and a company owned by a director of the Company (2009 - $nil); and

	b)	Administrative consulting fees totalling $36,000 (2009 - $nil) were paid to a company owned by a director of the Company.

	The transactions were in the normal course of operations having been measured at the exchange amount, being the amount established and agreed to by the parties.

7.	Commitments

	a)	By an agreement dated September 1, 2007 and amended on December 2, 2008 between the Company, shareholders of the Company, two individuals, one being an officer of the Company (the “Inventors”) and a private company located in Germany owned by an officer of the Company¸ the Company was granted an option to obtain an exclusive right and license to use and exploit a technology under a license agreement and an assignment of clinical trial results relating to a clinical trial for non-surgical hair cell replication technology. If unexercised, the option would expire on December 31, 2009. As consideration, the Company issued 4,400,000 common shares of the Company to the Inventors.

		Under the terms of the agreement, the Company was required to complete one or more financings totalling $1,500,000 in gross proceeds to the Company before the option could be exercised.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Stated in Canadian Dollars)

For the six month periods ended June 30, 2010 and 2009

7.	Commitments (continued)

During the year ended December 31, 2009, the Company exercised the option under this agreement and as a result has entered into a Clinical Trial Results Assignment Agreement and a License Agreement.

Pursuant to the Clinical Trial Results Assignment Agreement, the Company agreed to fund past and future expenses of a clinical trial for a hair cell replication technology at a cost of 290,000€ to be paid as follows:

	i)	$220,626 (140,000€) (paid) within 14 days of the effective date of the agreement or receipt of notice that documents had been filed to obtain a production license for use in the clinical trial

	ii)	$225,000 (150,000€) within 14 days of the completion of the clinical trial.

		Upon the completion of the conditions noted above, the Company will be assigned all the results of the clinical trial, including clinical data, analyses and intellectual property rights.

	b)	Pursuant to an agreement dated September 23, 2009, the Company engaged a German company to conduct a clinical trial at a cost of $180,200 (€120,135) plus expenses.

	c)	Under an assignment agreement, dated September 17, 2009, the Company was assigned certain rights and obligations under a research agreement with a German company. Under the assignment agreement, the Germany company is obligated to undertake scientific research on behalf of the Company. In consideration the Company is required to pay a total of €23,000 in three instalments. The first instalment of 40 percent is due upon conclusion of work to be carried out by the German company. A further 30 percent of the price is due upon completion of a trial run of results of the research. The remaining 30 percent is due upon submission for national approval in Austria.

	d)	On February 12, 2010, the Company signed a collaborative research agreement with the University of British Columbia and the Vancouver Coastal Health Authority (together, the “Institutions”). Under the collaborative research agreement, the Institutions agreed to undertake hair cell research and the Company agreed to pay research costs totalling $472,250 as consideration for the rights to any intellectual property arising from the collaborative research agreement. The Company agreed to make the following payments to the Institutions in instalments, as follows: $155,562 on execution (paid); $105,562 on July 31, 2010 (unpaid); $105,562on January 31, 2011; and $105,562 on July 31, 2011.

8.	Financial Instruments and Risk Management

	As at June 30, 2010, the Company’s financial instruments are comprised of cash and accounts payable and accrued liabilities. The fair value of cash and accounts payable and accrued liabilities approximates their carrying value due to their short-term maturity.

	Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has an exposure to the European Euros that are subject to fluctuations as a result of exchange rate variations to the extent that transactions are made in this currency. As at June 30, 2010, the Company had minimal financial assets and liabilities denominated in foreign currencies, it considers this risk to be insignificant. The Company does not hedge its foreign exchange 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. The Company’s credit risk is primarily attributable to its cash. The Company limits exposure to credit risk by maintaining its cash with large financial institutions.

	Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures there is sufficient capital in order to meet short term business requirements, after taking into account the Company’s holdings of cash and potential equity financing opportunities. The Company believes that these sources will be sufficient to cover the known short and long-term requirements at this time.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Stated in Canadian Dollars)

For the six month periods ended June 30, 2010 and 2009

8.	Financial Instruments and Risk Management (continued)

	Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the Company’s cash is currently held in an interest bearing bank account, management considers the interest rate risk to be limited.

9.	Capital Management

	The Company’s objectives when managing capital (cash) are to safeguard the Company’s ability to continue as a going concern in order to pursue business opportunities. In order to facilitate the management of its capital requirements, the Company prepares periodic budgets that are updated as necessary. The Company manages its capital structure and makes adjustments to it to effectively support the Company’s objectives. In order to pay for general administrative costs, the Company will use its existing working capital and raise additional amounts as needed. The Company will continue to advance its technology.

	Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company’s investment policy is to hold cash in interest bearing bank accounts, which pay comparable interest rates to highly liquid short-term interest bearing investments with maturities of one year or less and which can be liquidated at any time without penalties. The Company is not subject to externally imposed capital requirements and does not have exposure to asset-backed commercial paper or similar products. The Company believes it will be able to raise additional equity capital as required, but recognizes the uncertainty attached thereto. There has been no change in the Company’s approach to capital management during the period ended June 30, 2010.

10.	Subsequent Events

	a)	In July 2010, under the Company’s stock option plan, the Company granted a total of 1,485,000 options to the directors and officers and consultants of the Company. Under various Founder’s Stock Option agreements, certain founders of the Company have granted share purchase options to acquire 235,000 of their shares to employees and consultants of the Company.

		Pursuant to both arrangements, the options are exercisable at $1 per share with expiry dates from 2016 to 2017. These options vest as to 1/3 after one year from the grant date and 2/3 vest monthly over the remaining two to three year period.

	b)	Subsequent to June 30, 2010, the Company issued 400,000 common shares pursuant to a private placement at $1.00 per share for gross proceeds of $400,000.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Stated in Canadian Dollars)

For the six month periods ended June 30, 2010 and 2009

10.	Subsequent Events (continued)

	c)	On December 22, 2010, the Company closed a share exchange agreement (the “Agreement”) with Newcastle Resources Ltd. (“Newcastle”), a company incorporated in the Province of Ontario, Canada and with certain accepting shareholders of the Company, whereby Newcastle made an offer to acquire the issued and outstanding common shares of the Company in exchange for the issuance of voting common shares of Newcastle, class B voting preferred shares and class C voting preferred shares of Newcastle. Pursuant to the Agreement, the exchanging shareholders of the Company will receive 2.29 common shares, 1.147 class B preferred shares and 1.147 class C preferred shares of Newcastle for each common share of the Company.

		At closing of the transaction outlined in the Agreement noted above, Newcastle acquired 50.7% of the issued and outstanding shares of the Company from the accepting shareholders in exchange for the issuance of 11,155,162 common shares, 5,577,581 class B Preferred Shares and 5,577,581 class C convertible Preferred Shares of Newcastle (the “Acquisition”). Also at closing of the Agreement, Newcastle acquired an additional 1,000,000 common shares of the Company from treasury for $1,000,000, thereby increasing Newcastle’s ownership in the Company to 55.3%.

		Following the acquisition of the shares of the Company, Newcastle’s business has become the development of hair cell replication technology. As the former shareholders of the Company will control more than 50% of the issued and outstanding voting shares of Newcastle after the closing of the transaction, the Acquisition will be accounted for as a recapitalization of the Company. Following accounting rules applicable to a reverse acquisition, the Company is considered the acquirer and the financial statements will be presented as a continuation of the Company.

		At the Closing, stock options outstanding and exercisable for common shares of the Company were cancelled and such options reissued and exercisable for common shares of Newcastle.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Stated in Canadian Dollars)

For the six month periods ended June 30, 2010 and 2009

11.	Differences Between Canadian and United States Generally Accepted Accounting Principles

	These financial statements have been prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”), which differ in certain respects with those principles and practices that the Company would have followed had its financial statements been prepared in accordance with accounting principles and practices generally accepted in the Unites States (“US GAAP”).

Subsequent Events

In May 2009, the FASB issued ASC No. 855, “ Subsequent Events, ” which established general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued. It sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date and up to the date the financial statements are issued. ASC 855 was effective for financial statements issued for interim and annual periods ending after June 15, 2009 and did not have any impact on the Company’s financial statements.

Uncertain Tax Positions

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Stated in Canadian Dollars)

For the six month periods ended June 30, 2010 and 2009

11.

Differences Between Canadian and United States Generally Accepted Accounting Principles - Continued

For the six months ended June 30, 2010 and 2009, there are no material differences between Canadian GAAP and US GAAP.

For US GAAP purposes, all share-based payments to employees, including grants of employee stock options, are recognized in results from operations based on the fair values of options expected to vest. In calculating compensation to be recognized, US GAAP requires the Company to estimate forfeitures. For Canadian GAAP, the Company accounts for forfeitures as they occur. The effect of forfeitures is not material. Accordingly no adjustments for any of the periods were required. Furthermore, the intrinsic value for the outstanding options was $Nil.

Accounting Standards Not Yet Effective

In June 2009, new guidance relating to the accounting for transfers of financial assets was issued. The new guidance, which was issued as, Accounting for Transfers of Financial Assets , has not yet been adopted into Codification. The new standard eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. The new guidance is effective for fiscal years beginning after November 15, 2009. The adoption of this standard did not have material impact on the Company’s financial statements.

In February 2010, the FASB issued Accounting Standards Update 2010-09, “Subsequent Events”. This Update clarifies the financial statement issuance dates that potentially conflict with some of the Securities and Exchange Commission’s guidance. The amendment is effective for interim or annual periods ending after June 15, 2010. The adoption of the standard did not have material impact on the Company’s financial statements.

TRICHOSCIENCE INNOVATIONS INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Stated in Canadian Dollars)

For the six month periods ended June 30, 2010 and 2009

11.	Differences Between Canadian and United States Generally Accepted Accounting Principles - Continued

	During the year ended December 31, 2008, the Company completed a stock split at a ratio of 10:8. The statements of stockholders’ equity (capital deficit) since the inception date are presented as follow:

													Deficit
STATEMENTS OF STOCKHOLDERS’ EQUITY (CAPITAL DEFICIT)			Common Stock										Accumulated
								Share			Additional		During the
					Share			Subscriptions			Paid-in		Development
	Shares		Amount		Subscriptions			Receivable			Capital		Stage			Total
Balance, September 7, 2006	-	$	-	$	-		$	-		$	-	$	-		$	-
Capital stock issued for cash on September 7, 2006 – at $0.0000015	4,480,000		-		-			-			-		-			-
Net loss for the period	-		-		-			-			-		(5,089	)		(5,089	)
Balance, December 31, 2006	4,480,000		-		-			-			-		(5,089	)		(5,089	)
Capital stock issued on September 1, 2007 as consideration for an intellectual property option agreement	3,520,000		-		-			-			-		-			-
Net loss for the year	-		-		-			-			-		(29,114	)		(29,114	)
Balance, December 31, 2007	8,000,000		-		-			-			-		(34,203	)		(34,203	)
Shares subscribed on August 15, 2008 – at $1.00	-		-		40,000			-			-		-			40,000
Net loss for the year	-		-		-			-			-		(23,194	)		(23,194	)
Balance, December 31, 2008	8,000,000		-		40,000			-			-		(57,397	)		(17,397	)
Capital stock issued for cash on August 26, 2009 – at $1.00	1,142,300		1,142,300		-			-			-		-			1,142,300
Cancellation of subscription agreements on December 1, 2009 – at $1.00	-		-		(20,000	)		-			-		-			(20,000	)
Shares issued for which cash was received in February 2010 – at $1.00	12,500		12,500		-			(12,500	)		-		-			-
Shares subscribed on August 28, 2009 – at $1.00	-		-		10,000			-			-		-			10,000
Net loss for the year	-		-		-			-			-		(557,860	)		(557,860	)
Balance, December 31, 2009	9,154,800		1,154,800		30,000			(12,500	)		-		(615,257	)		557,043
Shares issued on February 2, 2010 for cash was received in 2008 – at $1,00	20,000		20,000		(20,000	)		-			-		-			-
Shares issued on February 2, 2010 – at $1.00	10,000		10,000		-			-			-		-			10,000
Cash were received in February 2010 for shares issued during 2009	-		-		-			12,500			-		-			12,500
Cancellation of subscription agreement on June 1, 2010 – at $1.00	-		-		(10,000	)		-			-		-			(10,000	)
Stock based compensation	-		-		-			-			67,489		-			67,489
Net loss for the period	-		-		-			-			-		(685,683	)		(685,683	)
Balance, June 30, 2010 (unaudited)	9,184,000	$	1,184,800	$	-		$	-		$	67,489	$	(1,300,940	)	$	(48,651	)

NEWCASTLE RESOURCES LTD.

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

( Unaudited – Expressed in Canadian dollars )

Unaudited Pro Forma Consolidated Balance Sheet as at June 30, 2010

Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2010

Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2009

Notes to the Unaudited Pro Forma Consolidated Financial Statements

Newcastle Resources Ltd.
Pro Forma Consolidated Balance Sheet
June 30, 2010
( Unaudited – Expressed in Canadian dollars )

		Newcastle			Trichoscience
		Resources Ltd.			Innovations Inc.
		As at			As at					Proforma			Proforma
		June 30, 2010			June 30, 2010		Notes			Adjustments			Consolidated
ASSETS

Current
Cash and cash equivalents	$	31,093		$	69,305		4	(a)(i)	$	351,369		$	1,471,967
							4	(a)(ii)		620,000
							4	(b)		200
							4	(e)		400,000
Funds held in trust		-			270,000		4	(g)		(270,000	)		-
Marketable securities		100,800			-								100,800
Receivables		2,196			-								2,196
Prepaid expenses		-			50,042								50,042
		134,089			389,347					1,101,569			1,625,005

Property and equipment		-			27,534								27,534
Mineral property		1			-		4	(f)		(1	)		-

TOTAL ASSETS	$	134,090		$	416,881				$	1,101,568		$	1,652,539

LIABILITIES

Current
Accounts payable and accrued liabilities	$	18,389		$	195,532		4	(c)	$	2,500		$	216,421
Share subscriptions		-			270,000		4	(g)		(270,000	)		-
Advances and loans payable		259,829			-		4	(a)(i)		(113,678	)		146,151
		278,218			465,532					(381,178	)		362,572

SHAREHOLDERS’ EQUITY (CAPITAL DEFICIT )

Share capital		8,827,569			1,184,800		4	(a)(i)		465,047			3,450,919
							4	(a)(i)		44,833
							4	(a)(ii)		620,000
							4	(b)		200
							4	(c)		425,000
							4	(c)		500,000
							4	(d)		(9,337,449	)
							4	(d)		320,919
							4	(e)		400,000
Contributed surplus		236,808			67,489		4	(d)		(236,808	)		67,489
Accumulated deficit		(9,208,505	)		(1,300,940	)	4	(a)(i)		(44,833	)		(2,228,441	)
							4	(c)		(2,500	)
							4	(c)		(425,000	)
							4	(c)		(500,000	)
							4	(d)		9,253,338
							4	(f)		(1	)
		(144,128	)		(48,651	)				1,482,746			1,289,967
LIABILITIES AND SHAREHOLDERS’ EQUITY (CAPITAL DEFICIT)	$	134,090		$	416,881				$	1,101,568		$	1,652,539

Newcastle Resources Ltd.
Pro Forma Consolidated Statement of Operations
Six months ended June 30, 2010
( Unaudited – Expressed in Canadian dollars )

		Newcastle			Trichoscience
		Resources Ltd.			Innovations Inc.
		Six months			Six months
		ended June 30,			ended June 30,					Pro Forma			Pro Forma
		2010			2010		Notes			Adjustments			Consolidated

EXPENSES:
CLINICAL DEVELOPMENT
Clinical trials	$	-		$	228,344							$	228,344

RESEARCH AND DEVELOPMENT
Consulting		-			100,657								100,657

SALES AND MARKETING
Consulting		-			35,553								35,553

GENERAL AND ADMINISTRATIVE EXPENSES
Accounting and audit		850			-								850
Amortization		-			3,408								3,408
Consulting fees		1,000			78,245								79,245
Insurance		-			10,629								10,629
Interest and bank charges		49			-								49
Legal fees		19,930			37,333								57,263
Management fees		18,000			-								18,000
Payroll		-			44,472								44,472
Property investigations		625			-		4	(f)		(625	)		-
Rent, office, and administration		3,232			54,246								57,478
Stock-based compensation		-			67,489								67,489
Transfer agent and filing fees		9,480			-								9,480
Travel and entertainment		940			25,307								26,247

LOSS BEFORE OTHER ITEMS		(54,106	)		(685,683	)				(625	)		(739,164	)

OTHER ITEMS
Foreign exchange gain		248			-								248
Gain on option of mineral property		87,956			-		4	(f)		(87,956	)		-
Unrealized gain on marketable securities		12,600			-								12,600

NET INCOME (LOSS) FOR THE PERIOD	$	46,698		$	(685,683	)			$	(88,581	)	$	(726,316	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		1,258,797			9,179,062								12,413,962

BASIC AND DILUTED INCOME (LOSS) PER SHARE	$	0.04		$	(0.07	)						$	(0.06	)

The accompanying notes are an integral part of these unaudited consolidated pro-forma financial statements.

Newcastle Resources Ltd.
Pro Forma Consolidated Statement of Operations
Year ended December 31, 2009
( Unaudited – Expressed in Canadian dollars )

		Newcastle			Trichoscience
		Resources Ltd.			Innovations Inc.
		Year ended			Year ended
		December 31,			December 31,					Pro Forma			Pro Forma
		2009			2009		Notes			Adjustments			Consolidated

EXPENSES:
CLINICAL DEVELOPMENT
Clinical trials	$	-		$	275,925							$	275,925

RESEARCH AND DEVELOPMENT
Consulting		-			49,000								49,000
Intellectual property costs		-			28,186								28,186

SALES AND MARKETING
Consulting		-			30,750								30,750

GENERAL AND ADMINISTRATIVE EXPENSES
Accounting and audit		25,835			20,000								45,835
Amortization		-			2,451								2,451
Consulting fees		8,880			78,553								87,433
Directors fees		1,000			-								1,000
Interest and bank charges		565			-								565
Legal fees		37,464			51,164		4	(c)	$	2,500			91,128
Management fees		33,000			-								33,000
Rent, office, and administration		8,162			7,088								15,250
Stock based compensation		-			-		4	(a)(i)		44,833			969,833
							4	(c)		425,000
							4	(c)		500,000
Transfer agent and filing fees		24,321			-								24,321
Travel and entertainment		781			14,743								15,524

LOSS BEFORE OTHER ITEMS		(140,008	)		(557,860	)				972,333			(1,670,201	)

OTHER ITEMS
Foreign exchange gain		42,439			-								42,439
Gain on option of mineral property		154,802			-		4	(f)		(154,802	)		-
Gain on sale of marketable securities		22,423			-								22,423

NET INCOME (LOSS) FOR THE PERIOD	$	79,656		$	(557,860	)				817,531		$	(1,605,339	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		1,258,797			8,370,054								12,413,962

BASIC AND DILUTED INCOME (LOSS) PER SHARE	$	0.06		$	(0.06	)						$	(0.13	)

The accompanying notes are an integral part of these consolidated pro-forma financial statements.

Newcastle Resources Ltd.
Notes to the Pro Forma Consolidated Financial Statements
( Unaudited )

1.	Basis of presentation

	The unaudited pro forma consolidated financial statements of Newcastle Resources Ltd. (“Newcastle” or the “Company”) reflects financial information which gives pro forma effect to the issuance of common and preferred shares of Newcastle in exchange for a controlling interest in TrichoScience Innovations Inc. (“TrichoScience”). These pro forma consolidated financial statements have been prepared by management giving effect to the Share Exchange Agreement dated December 22, 2010, (the “Agreement”) between Newcastle, TrichoScience and the accepting shareholders of TrichoScience (“Accepting Shareholders”). At closing of the transaction outlined in the Agreement, Newcastle acquired 50.7% of the issued and outstanding shares of TrichoScience from the Accepting Shareholders in exchange for the issuance of 11,155,165 common shares, 5,577,581 class B Preferred Shares and 5,577,581 class C Convertible Preferred Shares of Newcastle. Also at the Closing of the Agreement, Newcastle acquired an additional 1,000,000 common shares of TrichoScience from treasury for $1,000,000 in cash, thereby increasing Newcastle’s ownership in TrichoScience to 55.3%. These pro-forma consolidated financial statements are prepared on the basis of the assumptions and adjustments made by management as described in Note 4 below.

	The Pro-Forma Consolidated Statements included herein reflects the transaction as a recapitalization of TrichoScience and follows accounting recommendations applicable for reverse acquisitions (“RTO”). Such financial information has been prepared from, and should be read in conjunction with, the historical financial statements and notes thereto included elsewhere in Newcastle’s 20-F Annual Report for the year ended December 31, 2009 and in this 20-F Shell Company Report.

	The unaudited pro forma consolidated financial information reflects financial information which gives pro forma effect to the issuance of 11,155,165 common shares, 5,577,581 class B Preferred Shares and 5,577,581 class C Preferred Shares of the Company in exchange for a controlling interest in the common shares of TrichoScience.

	The Pro-Forma Consolidated Statements of Operations give effect to the transaction as if it had occurred at January 1, 2009 combining the results of Newcastle with the results of TrichoScience for the year ended December 31, 2009. In addition, the pro-forma consolidated interim statement of operations combines the results of Newcastle and TrichoScience for the six-month period ended June 30, 2010. The Pro-Forma Consolidated Balance Sheet was prepared as if the above acquisition occurred on June 30, 2010 combining the June 30, 2010 financial position of Newcastle with that of TrichoScience.

	The Pro-Forma Consolidated Financial Information is prepared by management and is unaudited. It is management’s opinion that the unaudited pro forma consolidated financial information includes all adjustments necessary for the fair presentation, in all material respects, of the contemplated transactions in accordance with generally accepted accounting principles in the United States (“US GAAP”) applied on a basis consistent with TrichoScience’s accounting policies and the acquisition transaction as described in the notes to pro forma consolidated financial information. The Pro-Forma Consolidated Financial Information is not necessarily indicative of the consolidated results which actually would have occurred if the above transaction had been consummated at the beginning of the periods presented; nor does it purport to present the results of operations for future periods.

2.	Significant accounting policies

	The unaudited pro forma consolidated financial information prepared in accordance with US GAAP has been compiled using the significant accounting policies as set out in the unaudited financial statements of TrichoScience as at and for the six months ended June 30, 2010 and the financial statements of TrichoScience as at December 31, 2009 and for the year then ended. The significant accounting policies of Newcastle conform in all material respects to those of TrichoScience.

3.	Reverse take-over

	At closing of the transaction outlined in the Agreement (“the Closing”), Newcastle acquired 50.7% of the issued and outstanding shares of TrichoScience from the Accepting Shareholders in exchange for the issuance of 11,155,165 common shares, 5,577,581 class B Preferred Shares and 5,577,581 class C Convertible Preferred Shares of Newcastle (the “Acquisition”). Also at the Closing of the Agreement, Newcastle acquired an additional 1,000,000 common shares of TrichoScience for $1,000,000 in cash, thereby increasing Newcastle’s ownership in TrichoScience to 55.3%.

	Each class B Preferred Share is voting and will be extinguished on the date on which:

		Newcastle has purchased common shares of TrichoScience from the treasury of TrichoScience in the aggregate amount of not less than $3,000,000 provided Newcastle raises proceeds to make these investments by selling shares at not less than $1 per share; and

		Newcastle has acquired at least 90% of the issued and outstanding common shares of TrichoScience.

	The class B preferred shares cannot be sold, transferred or otherwise disposed of without the consent of the Company’s directors.

	Each class C Convertible Preferred Share is voting and convertible into ½ common share of Newcastle upon approval by the United States Food and Drug Administration of the commercial sale of TrichoScience’s hair cell replication technology in the United States. The class C Convertible preferred shares cannot be sold, transferred or otherwise disposed of without the consent of the Company’s directors.

	As the former shareholders of TrichoScience will control more than 50% of the issued and outstanding voting shares of Newcastle after the closing of the transaction, the Acquisition has been accounted for as a recapitalization of TrichoScience. Following accounting rules applicable to an RTO, TrichoScience is considered the acquirer and the financial statements will be presented as a continuation of TrichoScience. The value attributable to the common shares reflects the carrying value (which approximates fair value) of the net assets of Newcastle. No amount has been allocated to the class B preferred shares or the class C preferred shares due to these share having assessed nominal value at the time of closing.

	At the Closing, stock options outstanding in TrichoScience were cancelled and such options reissued by Newcastle.

	At the Closing, the TrichoScience shareholders who received shares of Newcastle in connection with the Closing deposited such shares with a trustee pursuant to the terms of a pooling agreement entered into with Newcastle and the trustee. Such shares will be subject to a timed release schedule under which 15% of such shares will be released on the first day of each of our fiscal quarters occurring after the first anniversary of the Closing.

	Further, in connection with the Closing, Newcastle completed a private placement, pursuant to which the Company issued 1,240,000 common shares at a price of US$0.50 per share for gross proceeds of US$620,000. Newcastle also issued an aggregate of 2,000,000 class C voting convertible preferred shares to two investors for nominal consideration. See Note 4(b).

	As a result of the acquisition of the shares of TrichoScience, the Company’s business has become the development of hair cell replication technology.

3.	Reverse take-over (continued)

	In contemplation of the TrichoScience acquisition, on October 29, 2010, Newcastle entered into a share exchange agreement (the " 583885 Agreement" ) with 583885 BC Ltd. and the shareholders of 583885 BC Ltd. pursuant to which Newcastle agreed to acquire all of the issued and outstanding shares of 583885 BC Ltd. from its shareholders. The closing of the 583885 Agreement occurred on the same date as the Closing at which time Newcastle issued an aggregate of 4,400,000 common shares to the 583885 BC Ltd. shareholders on a pro rata basis.

	At the Closing, certain shareholders of 583885 who were issued an aggregate of 3,400,000 shares of Newcastle, our company, in connection with the 583885 Agreement deposited such shares with an escrow agent pursuant to the terms of an escrow agreement entered into with Newcastle and the escrow agent. These shares will be released upon the occurrence of certain milestones as set out in the escrow agreement. See Note 4(c).

4.	Pro forma assumptions and adjustments

	(a)	In connection with the RTO, Newcastle completed two private placements as follows:

		(i)	On August 23, 2010, Newcastle completed a private placement for the issuance of 9,000,000 shares at US$0.05 per share for gross proceeds of $465,047 (US$450,000), of which $113,678 (US$110,000) had been previously advanced to the Company in contemplation of the issuance and was included in advances and loans payable at June 30, 2010. In connection with this private placement, as the common shares were issued at price below the quoted market price of its common stock, Newcastle recorded a compensation charge of $44,833 relating to an officer who participated in this private placement.

		(ii)	Concurrent with the closing of the Acquisition, Newcastle issued 1,240,000 shares at US$0.50 ($0.50) per share for gross proceeds of US$620,000 ($620,000).

	(b)	Under the terms of the Agreement, the proceeds from the private placement were used by Newcastle to purchase 1,000,000 common shares of TrichoScience at $1.00 per share. Newcastle issued 2,000,000 class C Convertible Preferred Shares at a price of $0.0001 in relation to the Acquisition for gross proceeds of $200. The fair value of the convertible preferred shares is highly uncertain due to likelihood of the contingent conversion feature being tied to performance conditions are uncertain of being met in the near future.

	(c)	Concurrent with the RTO, Newcastle also acquired all of the outstanding common shares of 583885 B.C. Ltd. (" 583885" ), a private company controlled by the incoming Chief Executive Officer of the Company and certain of the Accepting Shareholders, in exchange for 4,400,000 common shares of Newcastle. 583885 was inactive and did not have any assets and had $2,500 in liabilities at the date of acquisition.

		Of the total, 3,400,000 common shares issued for the acquisition of 583885 were placed into escrow, to be released upon the consolidated entity' s achievement of certain milestones. This share based payment is considered a compensatory award for accounting purposes and therefore, an amount of $425,000 was recognized as stock-based compensation in respect to the fair value of 850,000 common shares to be released from escrow at the closing of the transaction. Compensation expense relating to the remaining 2,550,000 common shares will be recognized in the period the milestones are achieved as at the time of the acquisition, their release from escrow is uncertain.

		The other 1,000,000 common shares issued were considered compensatory and an amount of $500,000 for the fair value of the shares issued was recorded as stock-based compensation.

4.	Pro forma assumptions and adjustments (continued)

	(d)	As Newcastle is considered as a shell company, the shares are considered issued in exchange for the net assets of Newcastle as follows:

					Pre Acquisition
					Adjustment (Note
		Actual			4(a)(i)		As adjusted

Cash	$	31,093		$	351,369	$	382,462
Marketable securities		100,800			-		100,800
Other receivables		2,196			-		2,196
Mineral property interests		1			-		1
Accounts payable and accrued liabilities		(18,389	)		-		(18,389	)
Advances and loans payable		(259,829	)		113,678		(146,151	)

Net assets (liabilities) acquired	$	(144,128	)	$	465,047	$	320,919

		The fair value of net assets acquired is credited to share capital.

	(e)	Subsequent to June 30, 2010, TrichoScience completed a private placement of 400,000 common shares at $1 per share for total proceeds of $400,000.

	(f)	In contemplation of the share exchange transaction with TrichoScience’s shareholders and change of business focus, the Company has entered into an agreement to dispose of its remaining mining permits in exchange for cash. The carrying value of the disposed assets had previously been written down to $1 by Newcastle. Historical operations relating to Newcastle’s mineral exploration activity will be treated as discontinued operations which have been excluded from the pro-forma consolidated statement of operations.

	(g)	Prior to the closing of the Acquisition, Trichoscience cancelled share subscriptions for 270,000 at $1.00 per share and the funds were returned to the subscribers.

	(h)	In connection with the RTO, all of the outstanding stock options to acquire shares of TrichoScience at $1.00 per share were cancelled and each of the holders of TrichoScience stock options was granted one stock option exercisable into common shares of Newcastle on a 1:1 basis. This cancellation and reissuance is accounted for as a modification of the awards but the incremental value of the awards was determined to be $Nil.

5.	Pro forma share capital

As of June 30, 2010 Newcastle’s authorized capital consisted of an unlimited number of common shares without par value and an unlimited number of Class A non-voting, convertible, redeemable, non-cumulative 6% preference shares without par value. Pursuant to the terms of the Agreement, on December 22, 2010, Newcastle’s board of directors authorized a change to our authorized share capital approve the issuance of an unlimited number of class B voting preferred shares and class C voting preferred shares, each having no par value.

After giving effect to the pro forma assumptions and adjustments in Note 4, the issued share capital of Newcastle will be as follows:

	Common Shares
	Number		Amount

Balance, Newcastle, June 30, 2010	1,258,797	$	8,827,569
Private Placement (Note 4(a)(i))	9,000,000		509,880
Private Placement (Note 4(a)(ii))	1,240,000		620,000
Acquisition of Trichoscience (Note 3 and Note 4(d))	11,155,165		320,919
Acquisition of 583885 B.C. Ltd. (Note 4(c))	4,400,000		925,000
Adjustment of Newcastle’s share capital	–		(9,337,449	)
Adjustment for Trichoscience’s share capital	–		1,184,800
Trichoscience Private Placement (Note 4(e))	–		400,000

	27,053,962		3,450,719

	Class B Preferred Shares
	Number	Amount

Acquisition of Trichoscience (Note 3)	5,577,581	-

	Class C Preferred Shares
	Number	Amount
Acquisition of Trichoscience (Note 3)	5,577,581	-
Issuance of shares as finder’s fee (Note 4 (b))	2,000,000	200
	7,577,581	200
Pro forma balance, June 30, 2010		3,450,919

ITEM 18. Financial Statements

Refer to Item 17 Financial Statements.

ITEM 19. Exhibits

The following exhibits are being filed as part of this shell company report, or are incorporated by reference where indicated:

(1)	Articles of Incorporation and By-laws:
1.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).
1.2	Supplementary Letters Patent dated October 16, 1970 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).
1.3	Articles of Revival dated September 25, 1987 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).
1.4	Articles of Amendment dated March 26, 1991 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).
1.5	Articles of Revival dated February 3, 1995 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).
1.6	Articles of Amendment dated June 19, 1995 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).
1.7	Articles of Amendment dated October 2, 1998 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).
1.8	Articles of Amendment dated May 6, 2004 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on July 15, 2004).
1.9	By-laws (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).
1.10*	Articles of Amendment dated December 22, 2010
(4)	Material Contracts
4.1*	Share Exchange Agreement dated October 29, 2010 with Trichoscience Innovations Inc. and the shareholders of Trichoscience Innovations Inc.
4.2*	Pooling Agreement dated December 22, 2010.
4.3*	Share Exchange Agreement dated October 29, 2010 with 583885 B.C. Ltd. and the shareholders of 583885 B.C. Ltd.
4.4*	Escrow Agreement dated December 22, 2010.
4.5*	Corporate Consulting Services Agreement dated June 1, 2010 among TrichoScience Innovations Inc. and 583885 B.C. Ltd .
(11)	Code of Ethics
11.1	Code of Ethics (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on July 15, 2004).

*Filed herewith

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this shell company report on its behalf.

NEWCASTLE RESOURCES LTD.

Per:   /s/ David Hall
          David Hall
          President and Director

Dated : December 27, 2010

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made effective as of the 29th day of October, 2010.

AMONG:
	TRICHOSCIENCE INNOVATIONS INC. , a company incorporated
	under the Canada Business Corporations Act and having an address at
	Suite 200 – 455 Granville Street, Vancouver, BC V6C 1T1

	(the “ Target ”)
AND:
	THE ACCEPTING SHAREHOLDERS OF THE TARGET, as listed
	on Schedule A attached hereto
	(each, an “ Accepting Shareholder ” and collectively, the “ Accepting

	Shareholders ”)
AND:
	NEWCASTLE RESOURCES LTD. , a company incorporated pursuant
	to the laws of the Province of Ontario and having an address at Suite
	605–475 Howe Street, Vancouver, BC V6C 2B3

	(the “ Purchaser ”)

WHEREAS:

A. The Accepting Shareholders are the registered and/or beneficial owners of that number of common shares in the capital of the Target set forth in Schedule A to this Agreement;

B. The Purchaser has made an offer to acquire all of the issued and outstanding common shares in the capital of the Target in exchange for the issuance of: (i) 22,000,000 common shares of the Purchaser; (ii) 11,000,000 Class B preferred shares of the Purchaser; and (iii) 11,000,000 Class C preferred shares of the Purchaser, assuming acquisition by the Purchaser of all of the issued and outstanding common shares of the Target; and

C. Upon the terms and subject to the conditions set forth in this Agreement, the Accepting Shareholders have agreed to exchange all of the Accepting Shareholders’ legal and beneficial interest in the common shares in the capital of the Target for common shares and preferred shares of the Purchaser.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:

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ARTICLE 1
INTERPRETATION

1.1 Definitions

In this Agreement the following words and phrases will have the following meanings:

	(a)	“583885” means 583885 B.C. Ltd.;

	(b)	“Accepting Shareholder” means the Shareholders who have executed this Agreement and have agreed to tender their Shares to the Purchaser on the Closing Date in accordance with the terms of this Agreement, as set out in Schedule A to this Agreement;

	(c)	“Affiliate” with respect to any specified Person at any time, means each Person directly or indirectly through one or more intermediaries controlling, controlled by or under direct or indirect common control with such specified Person at such time;

	(d)	“Agreement” means this Share Exchange Agreement, and all of the schedules and other documents attached hereto, as it may from time to time be supplemented or amended;

	(e)	“Applicable Laws” means, with respect to any Person, any domestic (whether federal, state, territorial, provincial, municipal or local) or foreign statute, law, ordinance, rule, administrative interpretation, regulation, Order, writ, injunction, directive, judgment, decree or other requirement, all as in effect as of the Closing, of any Governmental Body applicable to such Person or any of its Affiliates or any of their respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officer’s, director’s, employee’s, consultant’s or agent’s activities on behalf of such Person or any of its Affiliates), including all Applicable Securities Laws;

	(f)	“Applicable Securities Laws” means applicable securities laws in all jurisdictions relevant to the issuance of the Consideration Shares to the Shareholders pursuant to the terms of this Agreement, including: (a) the BC Act or the equivalent legislation in each province and territory of Canada; (b) the rules, regulations, instruments and policies adopted by any securities commissions or other securities regulatory authorities of any of the provinces or territories of Canada; and (c) the federal and state securities legislation of the United States, including the Securities Act, as applicable;

	(g)	“BC Act” means the Securities Act (British Columbia) and the regulations made under that enactment, as amended;

	(h)	“BCI 51-509” means British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over-the-Counter Markets, as adopted by the British Columbia Securities Commission;

	(i)	“BC Legend” means the restrictive legend specified in BCI 51-509;

	(j)	“Business” means the business currently and heretofore carried on by the Purchaser or the Target, as the case may be;

	(k)	“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in British Columbia, Canada are authorized or required by law to close;

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	(l)	“Carob” means Carob Management Ltd.;

	(m)	“Carob Shares” means the 1,000,000 Class C Shares to be sold to Carob at Closing at a price of $0.0001 per Class C Share;

	(n)	“Charter Documents” means the articles, notice of articles, by-laws, articles of incorporation, articles of association, memorandum of association or other constating documents of a party to this Agreement;

	(o)	“Class B Shares” means the Class B preference shares of the Purchaser to be created in connection with the Transaction, having the rights and restrictions as set out in Schedule D to this Agreement, to be issued to the Accepting Shareholders at a ratio such that, in the event that the Purchaser acquires all of the issued and outstanding Shares (exclusive of any Shares owned by the Purchaser), the Purchaser will issue an aggregate of 11,000,000 Class B Shares to the Accepting Shareholders;

	(p)	“Class C Shares” means the Class C preference shares of the Purchaser to be created in connection with the Transaction, having the rights and restrictions as set out in Schedule E to this Agreement, and being: (i) the Shareholder Class C Shares to be issued to the Accepting Shareholders; (ii) the Tryton Shares to be sold to Tryton; and (iii) the Carob Shares to be sold to Carob;

	(q)	“Closing” means the closing of the Transaction and Investment One pursuant to the terms of this Agreement on the Closing Date;

	(r)	“Closing Date” means the date that is on or before 21 days following presentation by the Target to the Purchaser of the Target Financial Statements that are sufficient for filing purposes under Applicable Securities Laws, or such other date as the Purchaser and the Target may mutually agree to in writing, provided that the parties will use best efforts to effect the Closing on or before October 31, 2010;

	(s)	“Consideration Shares” means, collectively, the Exchange Shares, the Class B Shares and the Class C Shares to be issued to the Accepting Shareholders in accordance with the terms of this Agreement;

	(t)	“Contracts” means all contracts, agreements, options, leases, licences, sales and purchase orders, commitments and other instruments of any kind, whether written or oral, to which the Target or the Purchaser, as applicable, is a party on the Closing Date;

	(u)	“Copyrights” has the meaning set forth in Section 3.21(a)(iii);

	(v)	“Damages” means all demands, claims, actions, causes of action, assessments, Losses, damages, costs, expenses, Liabilities, judgments, awards, fines, sanctions, penalties, charges and amounts paid in settlement (net of insurance proceeds actually received), including: (i) interest on cash disbursements in respect of any of the foregoing; and (ii) reasonable costs, fees and expenses of attorneys, accountants and other agents of, or other Persons retained by, a Person;

	(w)	“Employee” means any current, former or retired employee, officer or director of the Target or the Purchaser, as applicable;

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	(x)	“Employee Agreement” means each employment severance, consulting or similar agreement or Contract between the Target or the Purchaser, as applicable, and any Employee;

	(y)	“Employee Plan” means any plan, program, policy, practice, Contract, agreement or other arrangement providing for bonuses, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other Employee benefits of any kind, whether formal or informal, funded or unfunded, and whether or not legally binding, and pursuant to which the Target or the Purchaser, as applicable, has or may have any Liability, contingent or otherwise,

	(z)	“Encumbrance” means any Lien, claim, charge, pledge, hypothecation, security interest, mortgage, title retention agreement, option or encumbrance of any nature or kind whatsoever, other than: (i) statutory Liens for Taxes not yet due and payable; and (ii) such imperfections of title, easements and encumbrances, if any, that will not result in a Material Adverse Effect;

	(aa)	“Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

	(bb)	“Exchange Shares” means the Purchaser Shares to be issued to the Accepting Shareholders at a ratio such that, in the event that the Purchaser acquires all of the issued and outstanding Shares (exclusive of any Shares owned by the Purchaser), the Purchaser will issue an aggregate of 22,000,000 Exchange Shares to the Accepting Shareholders;

	(cc)	“GAAP” means, until January 1, 2011, Canadian generally accepted accounting principles, applied on a basis consistent with prior years, and on and after January 1, 2011, International Financial Reporting Standards;

	(dd)	“Governmental Authorization” means any: (a) permit, license, certificate, franchise, permission, variance, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Body;

	(ee)	“Governmental Body” means any: (i) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (ii) federal, state, provincial, local, municipal, foreign, or other government; (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (iv) multi-national organization or body; or (v) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature;

	(ff)	“Indebtedness” means all obligations, contingent (to the extent required to be reflected in financial statements prepared in accordance with GAAP) and otherwise, which in accordance with GAAP should be classified on the obligor’s balance sheet as Liabilities, including without limitation, in any event and whether or not so classified: (a) all debt and similar monetary obligations, whether direct or indirect; (b) all Liabilities secured by any mortgage, pledge, security interest, Lien, charge or other Encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (c) all agreements of guarantee, support, indemnification, assumption or endorsement and other contingent obligations, whether direct or indirect, in respect of Indebtedness or performance of others, including any obligation to supply funds to, or in any manner to invest in, directly or indirectly, the debtor, to purchase Indebtedness, or to assure the owner of Indebtedness against loss, through an agreement to purchase goods, supplies or services for the purpose of enabling the debtor to make payment of the Indebtedness held by such owner or otherwise; (d) obligations to reimburse issuers of any letters of credit; and (e) capital leases;

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	(gg)	“Intellectual Property Assets” has the meaning set forth in Section 3.21(a);

	(hh)	“International Jurisdiction” means a country other than Canada or the United States;

	(ii)	“Investment One” has the meaning set forth in Section 10.2(a);

	(jj)	“Investment Two” has the meaning set forth in Section 10.2(b);

	(kk)	“Investment Three” has the meaning set forth in Section 10.2(b);

	(ll)	“Legal Requirement” means any federal, state, provincial, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute or treaty;

	(mm)	“Liabilities” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, determined, determinable or otherwise, whether or not the same is required to be accrued on the financial statements of such Person;

	(nn)	“Lien” means, with respect to any asset, any mortgage, assignment, trust or deemed trust (whether contractual, statutory or otherwise arising), title defect or objection, lien, pledge, charge, security interest, hypothecation, restriction, Encumbrance or charge of any kind in respect of such asset;

	(oo)	“Losses” means any and all demands, claims, actions or causes of action, assessments, losses, Damages, Liabilities, costs and expenses, including, without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive Damages suffered by the Purchaser, the Target, or the Accepting Shareholders, including Damages for lost profits or lost business opportunities;

	(pp)	“Marks” has the meaning set forth in Section 3.21(a)(i);

	(qq)	“Material Adverse Change” means, in respect of the Purchaser or the Target, any one or more changes, events or occurrences which may have a Material Adverse Effect, and “Material Adverse Effect” means, in respect of the Purchaser or the Target, any state of facts which, in any case, either individually or in the aggregate are, or would reasonably be expected to be, material and adverse to the Business, assets or financial condition of the Purchaser or the Target, as applicable, provided that a Material Adverse Change or Material Adverse Effect shall not include any change or effect (whether alone or in combination with any other effect), directly or indirectly, arising out of, relating to, resulting from or reasonably attributable to: (i) the announcement of this Agreement or the pending completion of the Transaction; (ii) changes in the economy generally; (ii)changes in the capital markets generally; (iii) changes in GAAP; or (iv) any matter that has been disclosed to the public or the other parties prior to the date of this Agreement;

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	(rr)	“Material Contracts” means those subsisting Contracts entered into by the Target or the Purchaser, as applicable, by which the Target or the Purchaser, as applicable, is bound or to which it or its respective assets are subject which have total payment obligations on the part of the Target or Purchaser, as applicable, which exceed $5,000 or are for a term of or in excess of one (1) year;

	(ss)	“Material Interest” has the meaning set forth in Section 1.1(jjj);

	(tt)	“Non-Accepting Shareholder” means a Shareholder who has not executed this Agreement on or before the Closing Date;

	(uu)	“Non-U.S. Certificate” has the meaning set forth in Section 2.6(a);

	(vv)	“Order” means any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any Governmental Body or by any arbitrator;

	(ww)	“Patents” has the meaning set forth in Section 3.21(a)(ii);

	(xx)	“Person” includes an individual, corporation, body corporate, partnership, joint venture, association, trust or unincorporated organization or any trustee, executor, administrator or other legal representative thereof;

	(yy)	“Pooling Agreement” has the meaning set forth in Section 10.4;

	(zz)	“Private Placement” means the private placements of Purchaser Shares to be conducted by the Purchaser, at a price of $0.05 per Purchaser Share and at a price of $0.50 per Purchaser Share, which proceeds will be held in escrow prior to the Closing and released from escrow at Closing;

	(aaa)	“Proceeding” means any action, suit, litigation, arbitration, audit, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel;

	(bbb)	“Purchaser Accounting Date” means June 30, 2010;

	(ccc)	“Purchaser Disclosure Statement” means the disclosure statement of the Purchaser to be signed and dated by the Purchaser and delivered by the Purchaser to the Target at the Closing;

	(ddd)	“Purchaser Financial Statements” means the audited annual financial statements of the Purchaser for the period commencing on January 1, 2009 and ending on December 31, 2009 and the unaudited interim financial statements of the Purchaser for the period ending on the Purchaser Accounting Date, and comparative periods thereto, including an audited balance sheet of the Purchaser as of December 31, 2009 and the comparative period ended December 31, 2008, and an unaudited balance sheet of the Purchaser as of the Purchaser Accounting Date and the comparative period ended June 30, 2009, together with related statements of income, cash flows, and changes in shareholders’ equity for the fiscal years and interim periods then ended, all prepared in accordance with GAAP;

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	(eee)	“Purchaser Options” means options to purchase Purchaser Shares to be issued to the holders of the Target Options on the Closing Date;

	(fff)	“Purchaser Public Documents” has the meaning set forth in Section 5.7;

	(ggg)	“Purchaser Shares” means the common shares in the capital stock of the Purchaser;

	(hhh)	“Purchaser’s Solicitors” means the law firm of Clark Wilson LLP;

	(iii)	“Regulation S” means Regulation S promulgated under the Securities Act;

	(jjj)	“Related Party” means, with respect to a particular individual:

	(i)	each other member of such individual’s Family,

	(ii)	any Person that is directly or indirectly controlled by such individual or one or more members of such individual’s Family,

	(iii)	any Person in which such individual or members of such individual’s Family hold (individually or in the aggregate) a Material Interest, or

	(iv)	any Person with respect to which such individual or one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity), and

with respect to a specified Person other than an individual:

	(i)	any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified Person,

	(ii)	any Person that holds a Material Interest in such specified Person,

	(iii)	each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity),

	(iv)	any Person in which such specified Person holds a Material Interest,

	(v)	any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity), and

	(vi)	any Related Person of any individual described in clause (ii) or (iii).

For purposes of this definition, (a) the “Family” of an individual includes (i) the individual; (ii) the individual’s spouse; (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree; and (iv) any other natural person who resides with such individual, and (b) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least twenty percent (20%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least twenty percent (20%) of the outstanding equity securities or equity interests in a Person;

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	(kkk)	“SEC” means the United States Securities and Exchange Commission;

	(lll)	“Securities Act” means the United States Securities Act of 1933 , as amended;

	(mmm)	“Share Exchange” means the issuance by the Purchaser of Consideration Shares to the Accepting Shareholders in exchange for the acquisition by the Purchaser of the Shares held by the Accepting Shareholders pursuant to the terms of this Agreement;

	(nnn)	“Shareholder” means a holder of Shares as of the date of this Agreement and as of the Closing Date;

	(ooo)	“Shareholder Class C Shares” means the Class C Shares to be issued to the Accepting Shareholders at a ratio such that, in the event that the Purchaser acquires all of the issued and outstanding Shares (exclusive of any Shares owned by the Purchaser), the Purchaser will issue an aggregate of 11,000,000 Class C Shares to the Accepting Shareholders;

	(ppp)	“Shares” means the 9,384,800 common shares in the capital of the Target, being all of the issued and outstanding shares in the capital of the Target as of the date of this Agreement;

	(qqq)	“Target Accounting Date” means August 31, 2010;

	(rrr)	“Target Disclosure Statement” means the disclosure statement of the Target to be signed and dated by the Target and delivered by the Target to the Purchaser at the Closing;

	(sss)	“Target Financial Statements” means audited financial statements for the Target for the fiscal year ended August 31, 2010, and the comparative period thereto, including an audited balance sheet of the Target as of August 31, 2010, and the comparative period ended August 31, 2009, together with related statements of income, cash flows, and changes in shareholders’ equity for the fiscal years then ended, all prepared in accordance with GAAP and audited by an independent auditor registered with the Canadian Public Accounting Board and the United States Public Company Accounting Oversight Board;

	(ttt)	“Target Options” means all of the options to purchase common shares of the Target that are outstanding on the Closing Date, which have been issued to the persons and in the amounts set out in Schedule H to this Agreement;

	(uuu)	“Taxes” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind, lawfully levied, assessed or imposed by any Governmental Body, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes and charges, sales taxes, use taxes, ad valorem taxes, value added taxes, subsoil use or extraction taxes and ownership fees, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, health taxes, payroll taxes, employment taxes, Canada or Quebec Pension Plan premiums, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes, mandatory pension and other social fund taxes or premiums, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services taxes, harmonized sales tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, and any instalments in respect thereof, together with any interest and any penalties or additional amounts imposed by any Governmental Body (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing and whether disputed or not;

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	(vvv)	“Tax Returns” means all returns, schedules, elections, declarations, reports, information returns and statements required to be filed with any taxing authority relating to Taxes;

	(www)	“Trade Secrets” has the meaning set forth in Section 3.21(a)(iv);

	(xxx)	“Transaction” means the Share Exchange and all related transactions incidental to effecting the Transaction as contemplated by this Agreement;

	(yyy)	“Transaction Documents” means this Agreement and any other documents contemplated by this Agreement to be signed by the Target, the Purchaser or the Accepting Shareholders, as applicable, that are necessary in order for the parties to perform their respective obligations hereunder and to consummate the Transaction;

	(zzz)	“Tryton” means Tryton Financial Corp.;

	(aaaa)	“Tryton Shares” means the 1,000,000 Class C Shares to be sold to Tryton at Closing at a price of $0.0001 per Class C Share;

	(bbbb)	“Units” means the up to 9,384,800 units of the Purchaser to be issued to the Accepting Shareholders on the Closing Date, or, subsequent to the Closing Date, to be issued to Non-Accepting Shareholders upon such Non-Accepting Shareholders agreeing to tender their Shares to the Purchaser, with each Unit consisting of 2.344216179 Exchange Shares, 1.17210809 Class B Shares and 1.17210809 Shareholder Class C Shares;

	(cccc)	“U.S. Certificate” has the meaning set forth in Section 2.6(b); and

	(dddd)	“U.S. Person” has the meaning set out in Regulation S, promulgated under the Securities Act.

1.2 Schedules

The following are the schedules to this Agreement:

Schedule A	—	List of Shareholders
Schedule B	—	Certificate of Non-U.S. Shareholder
Schedule C	—	Certificate of U.S. Shareholder
Schedule D	—	Rights and Restrictions of Class B Shares
Schedule E	—	Rights and Restrictions of Class C Shares
Schedule F	—	Certificate of Shareholder
Schedule G	—	Form of Pooling Agreement

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Schedule H	—	List of Target Options
Schedule I	—	Form of Stock Option Plan

1.3 Interpretation

For the purposes of this Agreement, except as otherwise expressly provided herein:

	(a)	all references in this Agreement to a designated Article, Section, subsection, paragraph or other subdivision, or to a Schedule, is to the designated Article, section, subsection, paragraph or other subdivision of, or Schedule to, this Agreement unless otherwise specifically stated;

	(b)	the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, clause, subclause or other subdivision or Schedule;

	(c)	the singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable to a body corporate;

	(d)	the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);

	(e)	all accounting terms not otherwise defined in this Agreement have the meanings assigned to them in accordance with GAAP, applied on a consistent basis with prior years;

	(f)	except as otherwise provided, any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or such regulations;

	(g)	where the phrase “to the best of the knowledge of” or phrases of similar import are used in this Agreement, it will be a requirement that the Person in respect of whom the phrase is used will have made such due enquiries as are reasonably necessary to enable such Person to make the statement or disclosure;

	(h)	the headings to the Articles and sections of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;

	(i)	any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity;

	(j)	the parties acknowledge that this Agreement is the product of arm’s length negotiation between the parties, each having obtained its own independent legal advice, and that this Agreement will be construed neither strictly for nor strictly against any party irrespective of which party was responsible for drafting this Agreement;

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	(k)	the representations, warranties, covenants and agreements contained in this Agreement will not merge at the Closing and will continue in full force and effect from and after the Closing Date for the applicable period set out in this Agreement; and

	(l)	unless otherwise specifically noted, all references to “$” or sums of money in this Agreement are expressed in United States dollars ($). If it is necessary to convert money from another currency to United States dollars, such money will be converted using the exchange rates in effect at the date of payment.

ARTICLE 2
SHARE EXCHANGE

2.1 Share Exchange

Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase the Shares from the Accepting Shareholders and each of the Accepting Shareholders irrevocably agrees to sell, assign and transfer their respective Shares to the Purchaser, free and clear of all Encumbrances, on the terms and conditions herein set forth, in consideration for the issuance by the Purchaser to the Accepting Shareholders of one (1) Unit for each Share tendered by the Accepting Shareholders.

2.2 Consideration

As consideration for the Shares to be acquired by the Purchaser pursuant to the Share Exchange, the Purchaser shall allot and issue the Units to the Accepting Shareholders in the amount set out opposite each Accepting Shareholder’s name in Schedule A to this Agreement, as fully paid and non-assessable.

2.3 Acquisition of Shares of Non-Accepting Shareholders Subsequent to the Closing Date

Subject to the terms and conditions of this Agreement, until eighteen (18) months after the Closing Date (the “Conversion Deadline”), the Purchaser agrees to purchase the Shares from the Non-Accepting Shareholders upon delivery by each of the Non-Accepting Shareholders of a shareholder certificate in the form attached hereto as Schedule F. On the Conversion Deadline, the Purchaser will provide written notice to the Non-Accepting Shareholders at the addresses set forth opposite their respective names in Schedule A to this Agreement (or such other address as a Non-Accepting Shareholder may advise the Purchaser of, in writing) that they have thirty (30) days to tender their Shares to the Purchaser for purchase by the Purchaser, after which date the Purchaser will no longer have any obligation to purchase the Shares. The Purchaser will issue one (1) Unit for each Share tendered by the Non-Accepting Shareholders in accordance with this Section 2.3, as fully paid and non-assessable.

2.4 Fractional Consideration Shares

Notwithstanding any other provision of this Agreement, no fractional Consideration Shares will be issued in connection with the Share Exchange. In lieu of any such fractional Consideration Shares, any Accepting Shareholder entitled to receive a fractional amount of Consideration Shares will be entitled to have such fraction rounded up to the nearest whole number of applicable Consideration Shares and will receive from the Purchaser a certificate representing same.

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2.5 Resale Restrictions

The Accepting Shareholders agree to abide by all applicable resale restrictions and hold periods imposed by Applicable Securities Laws.

2.6 Exemptions

The Accepting Shareholders acknowledge that the Purchaser has advised each Accepting Shareholder that it is issuing the Consideration Shares to such Accepting Shareholder under exemptions from the prospectus and/or registration requirements of Applicable Securities Laws and, as a consequence, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to such Accepting Shareholder. To evidence each Accepting Shareholder’s eligibility for such exemptions, each Accepting Shareholder agrees to deliver:

	(a)	if the Accepting Shareholder is not a U.S. Person, a fully completed and executed Certificate of Non-U.S. Shareholder in the form attached hereto as Schedule B (the “Non- U.S. Certificate”); or

	(b)	if the Accepting Shareholder is a U.S. Person, a fully completed and executed Certificate of U.S. Shareholder in the form attached hereto as Schedule C (the “U.S. Certificate”)

to the Purchaser, and agrees that the representations and warranties set out in the Non-U.S. Certificate or U.S. Certificate, as applicable, as executed by such Accepting Shareholder will be true and complete on the Closing Date.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE TARGET

As of the Closing Date, and except as set forth in the Target Financial Statements or the Target Disclosure Statement, or as otherwise provided for in any certificate or other instrument delivered pursuant to this Agreement, the Target makes the following representations to the Purchaser and acknowledges and agrees that the Purchaser is relying upon such representations and warranties, each of which is qualified in its entirety by the matters described in the Target Disclosure Statement, in connection with the execution, delivery and performance of this Agreement:

3.1 Organization and Good Standing

The Target is a company limited by shares duly organized, validly existing and in good standing under the laws of Canada, with full corporate power, authority and capacity to conduct its Business as presently conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under any applicable Contracts. The Target is duly qualified to do business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which the failure to be so registered would be likely to result in a Material Adverse Effect on the Target.

3.2 Capitalization

(a)

The entire authorized and issued capital stock and other equity securities of the Target are as set out in the Target Disclosure Statement. All of the issued and outstanding Shares and other securities of the Target are owned of record and beneficially by the Shareholders, free and clear of all Encumbrances. All of the outstanding equity securities of the Target have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding equity securities or other securities of the Target, if any, were issued in violation of any Applicable Securities Laws or any other Legal Requirement. The Target does not own, or have any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business.

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(b)	The Shareholders own and have good marketable title to the Shares, as the legal and beneficial owners thereof, free of all Encumbrances.

3.3 Absence of Rights to Acquire Securities

Other than as set out in this Agreement or as set forth in the Target Disclosure Statement, no Person has any agreement, right or option, present or future, contingent, absolute or capable of becoming an agreement, right or option or which with the passage of time or the occurrence of any event could become an agreement, right or option:

	(a)	to require the Target to issue any further or other shares in its capital or any other security convertible or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in the capital of the Target;

	(b)	for the issue or allotment of any unissued shares in the capital of the Target; or

	(c)	to require the Target to purchase, redeem or otherwise acquire any of the issued and outstanding Shares.

3.4 Authority

The Target has all requisite corporate power and authority to execute and deliver the Transaction Documents to be signed by the Target and to perform its respective obligations hereunder and to consummate the Transaction. The execution and delivery of each of the Transaction Documents by the Target and the consummation of the Transaction have been duly authorized by the board of directors of the Target. No other corporate or shareholder proceedings on the part of the Target are necessary to authorize such Transaction Documents or to consummate the Transaction. This Agreement has been, and the other Transaction Documents when executed and delivered by the Target as contemplated by this Agreement will be, duly executed and delivered by the Target and this Agreement is, and the other Transaction Documents when executed and delivered by the Target as contemplated hereby will be, valid and binding obligations of the Target, enforceable in accordance with their respective terms except:

	(a)	as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally;

	(b)	as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and

	(c)	as limited by public policy.

3.5 No Conflict

Except as set out in the Target Disclosure Statement, neither the execution and delivery of this Agreement nor the consummation or performance of the Transaction will, directly or indirectly (with or without notice or lapse of time or both):

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	(a)	contravene, conflict with, or result in a violation of any provision of the Charter Documents of the Target, or any resolution adopted by the board of directors of the Target or the Shareholders;

	(b)	contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Target, or any of its respective assets, may be subject;

	(c)	contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Target or that otherwise relates to the Business of, or any of the assets owned or used by, the Target;

	(d)	cause the Purchaser or the Target to become subject to, or to become liable for the payment of, any Tax;

	(e)	cause any of the assets owned by the Target to be reassessed or revalued by any taxing authority or other Governmental Body;

	(f)	contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract;

	(g)	result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by the Target; or

	(h)	require the Target to obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of the Transaction.

3.6 Financial Statements

(a)	The Target has, or will prior to Closing have, delivered the Target Financial Statements to the Purchaser.

(b)	The Target Financial Statements:

	(i)	are in accordance with the books and records of the Target;

	(ii)	present fairly the financial condition of the Target as of the respective dates indicated and the results of operations for such periods; and

	(iii)	have been prepared in accordance with GAAP and reflect the consistent application of GAAP throughout the periods involved.

(c)	All material financial transactions of the Target have been accurately recorded in the books and records of the Target and such books and records fairly present the financial position and the affairs of the Target.

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(d)	Other than the costs and expenses incurred in connection with the negotiation and consummation of the Transaction, the Target has no material Liabilities or obligations, net of cash, either direct or indirect, matured or unmatured, absolute, contingent or otherwise, that exceed $5,000, which:

	(i)	are not set forth in the Target Financial Statements, the Target Disclosure Statement, or have not heretofore been paid or discharged;

	(ii)	did not arise in the regular and ordinary course of business under any Contract specifically disclosed in the Target Disclosure Statement; or

	(iii)	have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Target Accounting Date.

(e)	Except to the extent reflected or reserved against in the Target Financial Statements or incurred subsequent to the Target Accounting Date in the ordinary and usual course of the business of the Target, the Target does not have any outstanding Indebtedness or any Liabilities or obligations (whether accrued, absolute, contingent or otherwise), and any Liabilities or obligations incurred in the ordinary and usual course of business since the Target Accounting Date have not had a Material Adverse Effect on the Target.

(f)	Since the Target Accounting Date, there have not been:

	(i)	any changes in the condition or operations of the Business, assets or financial affairs of the Target which have caused, individually or in the aggregate, a Material Adverse Effect on the Target; or

	(ii)	any damage, destruction or loss, labour trouble or other event, development or condition, of any character (whether or not covered by insurance) which is not generally known or which has not been disclosed to the Purchaser, which has or may cause a Material Adverse Effect on the Target.

(g)	Since the Target Accounting Date, and other than as contemplated by this Agreement or as disclosed in the Target Disclosure Statement, the Target has not:

	(i)	transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Target Financial Statements or cancelled any debts or claims except in each case in the ordinary and usual course of business;

	(ii)	incurred or assumed any obligation or Liability (fixed or contingent), except unsecured current obligations and Liabilities incurred in the ordinary and usual course of business;

	(iii)	issued or sold any shares in its capital or any warrants, bonds, debentures or other securities or issued, granted or delivered any right, option or other commitment for the issue of any such or other securities;

	(iv)	discharged or satisfied any Encumbrances, or paid any obligation or Liability (fixed or contingent), other than current Liabilities or the current portion of long term Liabilities disclosed in the Target Financial Statements or current Liabilities incurred since the date thereof in the ordinary and usual course of business;

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	(v)	declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of the Shares, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of the Shares;

	(vi)	made any gift of money or of any assets to any Person;

	(vii)	purchased or sold any assets except in the ordinary and usual course of business;

	(viii)	amended or changed or taken any action to amend or change its Charter Documents;

	(ix)	made payments of any kind to or on behalf of either a Shareholder or any Related Parties of a Shareholder, nor under any management agreement save and except Business related expenses and salaries in the ordinary and usual course of business and at the regular rates payable to them;

	(x)	created, incurred, assumed or guaranteed any Indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of the Target to any mortgage, Lien, pledge, security interest, Contract or other Encumbrance of any nature whatsoever;

	(xi)	made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;

	(xii)	suffered any damage, destruction or loss, whether or not covered by insurance, that has had or may be reasonably expected to have a Material Adverse Effect on the Target;

	(xiii)	other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees or directors or made any increase in, or any addition to, other benefits to which any of its Employees or directors may be entitled;

	(xiv)	adopted, or increased the payments to or benefits under, any Employee Plan for or with any Employees of the Target; or

	(xv)	authorized or agreed or otherwise have become committed to do any of the foregoing.

(h)	The Target has no guarantees, indemnities or contingent or indirect obligations with respect to the Liabilities or obligations of any other Person including any obligation to service the debt of or otherwise acquire an obligation of another Person or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of any other Person.

(i)	The Target is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, license, permit, authorization, certification, instrument, statute, regulation, Order, judgment, decree or law that would be violated or breached by, or under which default would occur or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of the Transaction.

3.7 Subsidiaries

The Target has no subsidiaries.

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3.8 Books and Records

The books of account, minute books, stock record books, and other records of the Target are complete and correct and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls. The minute books of the Target contain accurate and complete records of all meetings held, and corporate action taken by, the respective shareholders, board of directors, and committees of the board of directors of the Target, and no meeting of any such shareholders, board of directors, or committee has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and records will be in the possession of the Target.

3.9 Title to Personal Property and Encumbrances

The Target possesses, and has good and marketable title to all personal property necessary for the continued operation of the Business as presently conducted and as represented to the Purchaser, including all assets reflected in the Target Financial Statements or acquired since the Target Accounting Date. All such property is in reasonably good operating condition (normal wear and tear excepted), and is reasonably fit for the purposes for which such property is presently used. All material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by the Target are owned by the Target free and clear of all Encumbrances, except as disclosed in the Target Disclosure Statement.

3.10 Title to Real Property and Encumbrances

The Target possesses, and has good and marketable title to all real property and leaseholds or other such interests necessary for the continued operation of the Business as presently conducted and as represented to the Purchaser, including all assets reflected in the Target Financial Statements or acquired since the Accounting Date. All such property is in reasonably good operating condition (normal wear and tear excepted), and is reasonably fit for the purposes for which such property is presently used. All material real property and leaseholds are owned or leased by the Target free and clear of all Encumbrances, except as disclosed in the Target Disclosure Statement. The Target has delivered or made available, or will make available on request, to the Purchaser copies of the deeds and other instruments (as recorded) by which the Target acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target and relating to such property or interests.

3.11 Accounts Receivable

All accounts receivable of the Target that are reflected on the balance sheet included in the Target Financial Statements or on the accounting records of the Target as of the Closing Date (collectively, the “Accounts Receivable”) have been recorded by the Target in accordance with its usual accounting practices consistent with prior periods and represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. To the best of the knowledge of the Target, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the balance sheet included in the Target Financial Statements or on the accounting records of the Target. The reserve taken for doubtful or bad debtor accounts is adequate based on the past experience of the Target and is consistent with the accounting procedures used in previous fiscal periods. There is nothing which would indicate that such reserves are not adequate or that a higher reserve should be taken. There is no contest, claim, or right of set-off, other than returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. The Target Disclosure Statement contains a complete and accurate list of all Accounts Receivable as of the date of the Financial Statements.

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3.12 Material Contracts

The Target has made available all the present outstanding Material Contracts entered into by the Target in the course of carrying on the Business. Except as listed in the Target Disclosure Statement, the Target is not party to or bound by any other Material Contract, whether oral or written, and the Material Contracts are all valid and subsisting, in full force and effect and unamended, no material default or violation exists in respect thereof on the part of the Target or, to the best of the knowledge of the Target, on the part of any of the other parties thereto. The Target is not aware of any intention on the part of any of the other parties thereto to terminate or materially alter any such Material Contracts or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any such Material Contracts. To the best knowledge of the Target, the continuation, validity, and effectiveness of each Material Contract will in no way be affected by the consummation of the Transaction. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Material Contract.

3.13 Tax Matters

(a)	Except as set forth in the Target Disclosure Statement, the Target has filed or caused to be filed all Tax Returns that are or were required to be filed by or with respect to it, either separately or as a member of a group of corporations, pursuant to all applicable statutes and other Legal Requirements. The Target has made available to the Purchaser copies of all such Tax Returns filed by the Target. Except as set forth in the Target Disclosure Statement, the Target has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment by the Target or for which the Target may be liable.

(b)	Except as set forth in the Target Disclosure Statement, all Taxes that the Target is or was required to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person.

(c)	The Target has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof and has established an adequate reserve therefore in the Target Financial Statements for those Taxes not yet due and payable, except for (i) any Taxes the non-payment of which will not have a Material Adverse Effect on the Target, and (ii) such Taxes, if any, as are listed in the Target Disclosure Statement and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Target Financial Statements.

(d)	The Target is not presently under, or has received notice of, any contemplated investigation or audit by any regulatory or government agency or body or any foreign or state taxing authority concerning any fiscal year or period ended prior to the date hereof.

(e)	The Target Financial Statements contain full provision for all Taxes including any deferred Taxes that may be assessed to the Target.

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3.14 No Agents

The Target warrants to the Purchaser that no broker, agent or other intermediary has been engaged by any of the Target in connection with the Transaction and, consequently, no commission is payable or due to a third party from the Target.

3.15 Employee Benefit Plans and Compensation; Employment Matters.

(a)	For purposes of this Section 3.15, the following terms will have the meanings set forth below:

	(i)	“Employee Plan” refers to any plan, program, policy, practice, contract, agreement or other arrangement providing for bonuses, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee benefits of any kind, whether formal or informal, funded or unfunded and whether or not legally binding, and pursuant to which the Target has or may have any material liability contingent or otherwise;

	(ii)	“Employee” means any current, former, or retired employee, officer, or director of the Target; and

	(iii)	“Employee Agreement” refers to each employment, severance, consulting or similar agreement or contract between the Target and any Employee.

(b)	The Target has made available to Purchaser:

	(i)	correct and complete copies of all documents embodying each Employee Plan and each Employee Agreement including all amendments thereto and copies of all forms of agreement and enrollment used in connection therewith;

	(ii)	the most recent annual actuarial valuations, if any, prepared for each Employee Plan;

	(iii)	if the Employee Plan is funded, the most recent annual and periodic accounting of the Employee Plan assets; and

	(iv)	all communications material to any Employee or Employees relating to the Employee Plan and any proposed Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Target.

(c)	The Target has performed, in all material respects, all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by another party to any Employee Plan, and all Employee Plans have been established and maintained in all material respects in accordance with their respective terms and in substantial compliance with all Applicable Laws. There are no actions, suits or claims pending, or, to the knowledge of the Target, threatened or anticipated (other than routine claims for benefits), against any Employee Plan or against the assets of any Employee Plan. The Employee Plans can be amended, terminated or otherwise discontinued after the Closing in accordance with their terms, without liability to the Target, the Purchaser or any Affiliate thereof (other than ordinary administration expenses typically incurred in a termination event). There are no audits, inquiries or proceedings pending or, to the knowledge of the Accepting Shareholders and Target threatened, by any Governmental Body.

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(d)	Except as set forth in the Target Disclosure Statement, the execution of this Agreement and the consummation of the Transaction will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under an Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee.

(e)	The Target:

	(i)	is in compliance in all material respects with all Applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Employees;

	(ii)	has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees;

	(iii)	is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing;

	(iv)	is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for Employees (other than routine payments to be made in the normal course of business and consistent with past practice);

	(v)	has provided the Employees with all wages, benefits, stock options, bonuses, incentives and all other compensation that became due and payable through the date of the Agreement; and

	(vi)	represents that in the last three (3) years, no citation has been issued by any federal, state or provincial occupational safety and health board or agency against them and no notice of contest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving them has been filed or is pending or, to their knowledge, threatened, against them under any federal, state or provincial occupational safety and health board or any other Applicable Law relating to occupational safety and health.

(f)	No work stoppage, labour strike or other “concerted action” involving Employees against the Target is pending or, to the knowledge of the Target, threatened. The Target is not involved in nor, to the knowledge of the Target, threatened with, any labour dispute, grievance, or litigation relating to labour, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labour practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in a Material Adverse Effect on the Target. The Target is not presently, nor has been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to any Employees and no collective bargaining agreement is being negotiated. There are no activities or proceedings of a labour union to organize any of the Employees.

(g)	Except as set forth in the Target Disclosure Statement and except for claims by Employees under any applicable workers’ compensation or similar legislation which, if adversely determined, would not, either individually or in the aggregate, have a Material Adverse Effect on the Target, there are no complaints, claims or charges pending or outstanding or, to the best of the knowledge of the Target, anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any tribunal or agency against or in respect of the Target under or in respect of any employment legislation. The Target Disclosure Statement lists all Employees in respect of whom of the Target has been advised by any workers compensation or similar authority that such Employees are in receipt of benefits under workers’ compensation or similar legislation. There are no appeals pending before any workers compensation or similar authority involving the Target and all levies, assessments and penalties made against the Target pursuant to workers’ compensation or similar legislation have been paid. The Target is not aware of any audit currently being performed by any workers compensation or similar authority, and all payments required to be made in respect of termination or severance pay under any employment standards or similar legislation in respect of former employees or employees listed on the Target Disclosure Statement have been made.

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3.16 Consents

Except as set forth in the Target Disclosure Statement, no authorization, approval, Order, license, permit or consent of any Governmental Body, and no registration, declaration or filing by the Target with any such Governmental Body, is required in order for the Target to:

	(a)	consummate the Transaction;

	(b)	execute and deliver all of the documents and instruments to be delivered by the Accepting Shareholders under this Agreement;

	(c)	duly perform and observe the terms and provisions of this Agreement; or

	(d)	render this Agreement legal, valid, binding and enforceable.

3.17 Compliance with Legal Requirements

Except as set forth in the Target Disclosure Statement:

	(a)	the Target is, and at all times has been, in full compliance with all of the terms and requirements of each Governmental Authorization required for the operation of the Business;

	(b)	no event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization required for the operation of the Business or may result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization required for the operation of the Business;

	(c)	the Target has not received, except as set forth in the Target Disclosure Statement, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and

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(d)

all applications required to have been filed for the renewal of the Governmental Authorizations required for the operation of the Business have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.

3.18 Legal Proceedings

(a)	Except as set forth in the Target Disclosure Statement, there is no pending Proceeding:

	(i)	that has been commenced by or against the Target or that otherwise relates to or may affect the Business, or any of the assets owned or used by, the Target; or

	(ii)	that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the Transaction.

(b)	Except as set forth in the Target Disclosure Statement, to the knowledge of the Target and the Accepting Shareholders, no Proceeding has been threatened, and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding.

(c)	Except as set forth in the Target Disclosure Statement:

	(i)	there is no Order to which the Target, the Business or any of the assets owned or used by the Target is subject; and

	(ii)	no officer, director, agent, or Employee of the Target is subject to any Order that prohibits such officer, director, agent, or Employee from engaging in or continuing any conduct, activity, or practice relating to the Business.

3.19 Indebtedness to Target

Except for: (i) the payment of salaries and reimbursement for out-of-pocket expenses in the ordinary and usual course; or (ii) amounts disclosed in the Target Disclosure Statement or the Target Financial Statements, the Target has no Indebtedness to the Accepting Shareholders, any Related Party of a Shareholder or any directors, officers or Employees of the Target, on any account whatsoever.

3.20 Undisclosed Information

(a)	The Target does not have any specific information relating to the Target which is not generally known or which has not been disclosed to the Purchaser and which could reasonably be expected to have a Material Adverse Effect on the Target.

(b)	No representation or warranty of the Target in this Agreement and no statement in the Target Disclosure Statement omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

3.21 Intellectual Property

(a)

The Target Disclosure Statement sets out all Intellectual Property Assets (as defined herein) owned or held by the Target and the Target owns or holds an interest in all intellectual property assets necessary for the operation of the Business as it is currently conducted (collectively, the “Intellectual Property Assets”), including:

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	(i)	all functional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, the “Marks”);

	(ii)	all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the “Patents”);

	(iii)	all copyrights in both published works and unpublished works (collectively, the “Copyrights”); and

	(iv)	all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by the Target as licensee or licensor (collectively, the “Trade Secrets”).

(b)	The Target has not transferred, assigned or encumbered the Intellectual Property Assets or its interests therein in any way.

(c)	The conduct of the Business does not infringe the intellectual property or contractual rights or obligations of any Person and is in accordance with any and all agreements pursuant to which the Target has the right to use or license any third-party intellectual property. No Person has instituted or threatened any proceeding or action against the Target alleging any infringement by the Target of the intellectual property of such Person.

(d)	There are no third parties challenging, infringing or otherwise violating the Target’s rights in the Intellectual Property Assets.

(e)	The Target has used the Intellectual Property Assets in such a manner as to preserve their rights therein, including the use of proper notices indicating ownership of the Intellectual Property Assets to the extent necessary for the protection of all rights therein and the prevention of any disclosure to the public of any confidential information related to the Intellectual Property Assets.

(f)	Each Employee has entered into a valid and subsisting employment contract that obliges the Employee to maintain the confidential information related to the Intellectual Property Assets during and following employment and to assign all right, title and interest in the Intellectual Property Assets to the Target and to waive any and all moral rights that such Employees may have therein.

3.22 Other Representations

All statements contained in any certificate or other instrument delivered by or on behalf of the Target pursuant to this Agreement or in connection with the Transaction will be deemed to be representations and warranties of the Target hereunder.

3.23 Survival

Notwithstanding the Closing and the issuance of the Consideration Shares or the waiver of any condition in this Agreement by the Purchaser, the representations, warranties, covenants and agreements of the Target hereunder will (except where otherwise specifically provided for in this Agreement) survive the Closing and will continue in full force and effect for six (6) months after the Closing Date.

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3.24 Reliance

The Target acknowledges and agrees that the Purchaser has entered into this Agreement relying on the warranties and representations and other terms and conditions contained in this Agreement, notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of the Purchaser, and that no information which is now known or should be known or which may hereafter become known by the Purchaser or its officers, directors or professional advisers, on the Closing Date, will limit or extinguish the Purchaser’s right to indemnification hereunder.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE ACCEPTING SHAREHOLDERS

Each of the Accepting Shareholders hereby severally (and not jointly or jointly and severally) acknowledges, represents and warrants to the Purchaser, and acknowledges that the Purchaser is relying upon such acknowledgements, representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of the Purchaser, that:

4.1 Capacity

Each Accepting Shareholder has the capacity to own the Shares owned by it, to enter into this Agreement and to perform its obligations under this Agreement.

4.2 Ownership

Each Shareholder is the registered and beneficial owner of the Shares set out beside its name in Schedule A to this Agreement, free and clear of any Liens or Encumbrances and except as set forth in the Target Disclosure Statement. Upon the Closing, except for the rights of the Purchaser pursuant to this Agreement with respect to the Shares and except as set forth in the Target Disclosure Statement, there will be no outstanding options, calls or rights of any kind binding on any Shareholder relating to or providing for the purchase, delivery or transfer of any of its Shares, and no Shareholder has any interest, legal or beneficial, direct or indirect, in any other shares of, or the assets or Business of, the Target.

4.3 Execution and Delivery

Each Shareholder has all requisite power and authority to execute and deliver the Transaction Documents and to perform its respective obligations hereunder and to consummate the Transaction. No other corporate or shareholder proceedings on the part of a Shareholder is necessary to authorize such documents or to consummate the Transaction. This Agreement has been, and the other Transaction Documents when executed and delivered by the Accepting Shareholders as contemplated by this Agreement will be, duly executed and delivered by the Accepting Shareholders and this Agreement is, and the other Transaction Documents when executed and delivered by the Accepting Shareholders as contemplated hereby will be, valid and binding obligations of the Accepting Shareholders, enforceable in accordance with their respective terms except:

	(a)	as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally;

	(b)	as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and

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(c)

as limited by public policy.

4.4 No Violation

The execution and delivery of this Agreement, the transfer of the Target Shares owned by him and the performance, observance or compliance with the terms of this Agreement by such Shareholder will not violate, constitute a default under, conflict with, or give rise to any requirement for a waiver or consent under:

	(a)	any provision of any agreement, instrument or other obligation to which such Shareholder is a party or by which such Shareholder is bound; or

	(b)	any Applicable Laws.

4.5 Waiver

Except as provided for in this Agreement, after the Closing Date each Shareholder is agreeing to waive all rights held by such Shareholder in connection with the Shares under prior agreements, including shareholder agreements, pertaining to the Shares held by such Shareholder and the Shareholder will remise, release and forever discharge the Purchaser and its respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations to the Shareholder under any such prior agreements.

4.6 Survival

Notwithstanding the Closing and the issuance of the Consideration Shares or the waiver of any condition by the Purchaser, the representations, warranties, covenants and agreements of the Accepting Shareholders hereunder will (except where otherwise specifically provided in this Agreement) survive the Closing and will continue in full force and effect indefinitely.

4.7 Reliance

Each Accepting Shareholder acknowledges and agrees that the Purchaser has entered into this Agreement relying on the warranties and representations and other terms and conditions contained in this Agreement, notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of the Purchaser, and that no information which is now known or should be known or which may hereafter become known by the Purchaser or its officers, directors or professional advisers, on the Closing Date, will limit or extinguish the Purchaser’s right to indemnification hereunder.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As of the Closing Date and except as set forth in the Purchaser Disclosure Statement or as otherwise provided for in any certificate or other instrument delivered pursuant to this Agreement, the Purchaser makes the following representations to the Target, and the Purchaser acknowledges that the Target is relying upon such representations and warranties, each of which is qualified in its entirety by the matters described in the Purchaser Disclosure Statement, in connection with the execution, delivery and performance of this Agreement:

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5.1 Organization and Good Standing

The Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, with full corporate power, authority and capacity to conduct its business as presently conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under any applicable contracts. The Purchaser is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.

5.2 Capitalization

(a)	The entire authorized capital stock of the Purchaser consists of an unlimited number of Purchaser Shares without par value, of which 10,258,797 Purchaser Shares are currently issued and outstanding, and an unlimited number of preference shares without par value, of which no preference shares are currently issued and outstanding.

(b)	Immediately prior to: (i) the Closing; and (ii) the closing of the purchase of all the shares of 583885, there will be no more than 11,500,000 Purchaser Shares issued and outstanding, including all Purchaser Shares issued in connection with the Private Placement.

(c)	Except as set out in this Agreement and the Purchaser Disclosure Statement, there are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating the Purchaser to issue any additional Purchaser Shares, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from the Purchaser any Purchaser Shares. There are no agreements purporting to restrict the transfer of any of the issued and outstanding Purchaser Shares, and no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of any of the Purchaser Shares to which the Purchaser is a party or of which the Purchaser is aware.

5.3 Authority

The Purchaser has all requisite corporate power and authority to execute and deliver the Transaction Documents to be signed by the Purchaser and to perform its obligations hereunder and to consummate the Transaction. The execution and delivery of each of the Transaction Documents by the Purchaser and the consummation of the Transaction have been duly authorized by the Purchaser Board. Other than as set out in this Agreement, no other corporate or shareholder proceedings on the part of the Purchaser are necessary to authorize such Transaction Documents or to consummate the Transaction. This Agreement has been, and the other Transaction Documents when executed and delivered by the Purchaser as contemplated by this Agreement will be, duly executed and delivered by the Purchaser and this Agreement is, and the other Transaction Documents when executed and delivered by the Purchaser as contemplated hereby will be, valid and binding obligations of the Purchaser enforceable in accordance with their respective terms except:

	(a)	as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;

	(b)	as limited by laws relating to the availability of specific performance, injunctive relief of other equitable remedies; and

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(c)

as limited by public policy.

5.4 Validity of Consideration Shares Issuable upon the Closing

The Consideration Shares to be issued to the Accepting Shareholders at Closing will, upon issuance, have been duly and validly authorized and, the Consideration Shares when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.

5.5 Non-Contravention

Except as set out in the Purchaser Disclosure Statement, neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will, directly or indirectly (with or without notice or lapse of time or both):

	(a)	conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any Lien, security interest, charge or Encumbrance upon any of the material properties or assets of the Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, Order, decree, statute, law, ordinance, rule or regulation applicable to the Purchaser or its material property or assets;

	(b)	contravene, conflict with, or result in a violation of, any provision of the Charter Documents of the Purchaser, any resolution adopted by the Purchaser Board or the shareholders of the Purchaser, or any Applicable Laws;

	(c)	contravene, conflict with, or result in a violation or breach of any provision of, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract; or

	(d)	violate any Order, writ, injunction, decree, statute, rule, or regulation of any court or Governmental Body applicable to the Purchaser or any of its material property or assets.

5.6 Corporate Records of the Purchaser

The corporate records of the Purchaser, as required to be maintained by it pursuant to the laws of the Province of Ontario, are accurate, complete and current in all material respects, and the minute books of the Purchaser are, in all material respects, correct and contain all material records required by the laws of the Province of Ontario in regards to all proceedings, consents, actions and meetings of the Purchaser Board and the shareholders of the Purchaser.

5.7 Purchaser Public Documents

The Purchaser has furnished or made available to the Accepting Shareholders a true and complete copy of each report, schedule and registration statement filed by the Purchaser pursuant to Applicable Securities Laws (collectively, and as such documents have since the time of their filing been amended, the “Purchaser Public Documents”). As of their respective dates, the Purchaser Public Documents complied in all material respects with the requirements of Applicable Securities Laws applicable to such Purchaser Public Documents. The Purchaser Public Documents constitute all of the documents and reports that the Purchaser was required to file pursuant to Applicable Securities Laws. No Governmental Authority has initiated any inquiry, investigation or Proceeding in respect of the Purchaser and the Purchaser is not aware of any event and does not have any information which would result in a Governmental Body initiating an inquiry, investigation or Proceeding or otherwise affect the registration of the Purchaser Shares.

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5.8 Actions and Proceedings

Except as disclosed in the Purchaser Public Documents, to the best knowledge of the Purchaser, there is no basis for and there is no claim, charge, arbitration, grievance, action, suit, judgment, demand, investigation or Proceeding by or before any Governmental Body or arbiter now outstanding or pending or, to the best knowledge of the Purchaser, threatened against or affecting the Purchaser which involves any of the Business, property or assets of the Purchaser that, if adversely resolved or determined, would have a Material Adverse Effect on the Purchaser. There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have a Material Adverse Effect on the Purchaser.

5.9 Compliance

(a)	To the best knowledge of the Purchaser, the Purchaser is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any Applicable Laws related to the business or operations of the Purchaser.

(b)	To the best knowledge of the Purchaser, the Purchaser is not subject to any judgment, Order or decree entered in any lawsuit or Proceeding applicable to its Business and operations that would have a Material Adverse Effect on the Purchaser.

(c)	The Purchaser has duly filed all reports and returns required to be filed by it with any Governmental Body and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits and consents are in full force and effect, and no Proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the best knowledge of the Purchaser, threatened, and none of them will be affected in a material adverse manner by the consummation of the Transaction.

5.10 Filings, Consents and Approvals

No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or Governmental Body or any other Person is necessary for the consummation by the Purchaser of the Transaction or to continue to conduct its Business after the Closing in a manner which is consistent with that in which it is presently conducted.

5.11 Financial Representations

Included with the Purchaser Public Documents are true, correct, and complete copies of the Purchaser Financial Statements. The Purchaser Financial Statements:

(a)

are in accordance with the books and records of the Purchaser;

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	(b)	present fairly the financial condition of the Purchaser as of the respective dates indicated and its results of operations for such periods; and

	(c)	have been prepared in accordance with GAAP.

The Purchaser has not received any advice or notification from its independent certified public accountants that the Purchaser has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Purchaser Financial Statements or the books and records of the Purchaser, any properties, assets, Liabilities, revenues, or expenses. The books, records and accounts of the Purchaser accurately and fairly reflect, in reasonable detail, the assets and Liabilities of the Purchaser. The Purchaser has not engaged in any transaction, maintained any bank account, or used any funds of the Purchaser, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Purchaser.

5.12 Absence of Undisclosed Liabilities

The Purchaser has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, other than: (i) payments contemplated by this Agreement to be made by the Purchaser at Closing; and (ii) reasonable accounting and legal fees of the Purchaser incurred in connection with the Transaction.

5.13 Tax Matters

(a)	As of the date hereof:

	(i)	the Purchaser has timely filed all Tax Returns in connection with any Taxes which are required to be filed on or prior to the date hereof, taking into account any extensions of the filing deadlines which have been validly granted to it, and

	(ii)	all such Tax Returns are true and correct in all material respects.

(b)	The Purchaser has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof and has established an adequate reserve therefore on its balance sheets for those Taxes not yet due and payable, except for any Taxes the non-payment of which will not have a Material Adverse Effect on the Purchaser.

(c)	The Purchaser is not presently under and has not received notice of, any contemplated investigation or audit by any Governmental Body concerning any fiscal year or period ended prior to the date hereof.

(d)	All Taxes required to be withheld on or prior to the date hereof from Employees for Taxes have been properly withheld and, if required on or prior to the date hereof, have been deposited with the appropriate Governmental Body.

(e)	To the best knowledge of the Purchaser, the Purchaser Financial Statements contain full provision for all Taxes including any deferred Taxes that may be assessed to the Purchaser for the accounting period ended on the Purchaser Accounting Date or for any prior period in respect of any transaction, event or omission occurring, or any profit earned, on or prior to the Purchaser Accounting Date or for which the Purchaser is accountable up to such date and all contingent Liabilities for Taxes have been provided for or disclosed in the Purchaser Financial Statements.

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5.14 Absence of Changes

Since the Purchaser Accounting Date, except as disclosed in the Purchaser Public Documents and except as contemplated in this Agreement, the Purchaser has not:

	(a)	incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any Lien or Encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any Material Adverse Effect to it or any of its assets or properties;

	(b)	sold, encumbered, assigned or transferred any material fixed assets or properties;

	(c)	created, incurred, assumed or guaranteed any Indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of the Purchaser to any mortgage, Lien, pledge, security interest, conditional sales contract or other Encumbrance of any nature whatsoever;

	(d)	made or suffered any amendment or termination of any Material Contract to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;

	(e)	declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of the Purchaser Shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of the Purchaser Shares;

	(f)	suffered any damage, destruction or loss, whether or not covered by insurance, that has had a Material Adverse Effect on its Business, operations, assets, properties or prospects;

	(g)	suffered any material adverse change in its Business, operations, assets, properties, prospects or condition (financial or otherwise);

	(h)	received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have a Material Adverse Effect on its Business, operations, assets, properties or prospects;

	(i)	made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000;

	(j)	other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees or directors or made any increase in, or any addition to, other benefits to which any of its Employees or directors may be entitled;

	(k)	entered into any transaction other than in the ordinary course of business consistent with past practice; or

	(l)	agreed, whether in writing or orally, to do any of the foregoing.

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5.15 Absence of Certain Changes or Events

Since the Purchaser Accounting Date, except as and to the extent disclosed in the Purchaser Public Documents, there has not been:

	(a)	a Material Adverse Effect with respect to the Purchaser; or

	(b)	any material change by the Purchaser in its accounting methods, principles or practices.

5.16 Personal Property

There are no material equipment, furniture, fixtures or other tangible personal property and assets owned or leased by the Purchaser, except as disclosed in the Purchaser Public Documents. The Purchaser possesses, and has good and marketable title to all property necessary for the continued operation of the business of the Purchaser as presently conducted and as represented to the Accepting Shareholders. All such property is used in the Business of the Purchaser. All such property is in reasonably good operating condition (normal wear and tear excepted), and is reasonably fit for the purposes for which such property is presently used. All material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by the Purchaser are owned or leased by the Purchaser free and clear of all Liens, security interests, charges, Encumbrances and other adverse claims, except as previously disclosed to the Target.

5.17 Subsidiaries

The Purchaser has no subsidiaries.

5.18 Insurance

The assets owned by the Purchaser are insured under various policies of general product liability and other forms of insurance consistent with prudent business practices. All such policies are in full force and effect in accordance with their terms, no notice of cancellation has been received, and there is no existing default by the Purchaser, or any event which, with the giving of notice, the lapse of time or both, would constitute a default thereunder. All premiums to date have been paid in full.

5.19 Employees and Consultants

To the best knowledge of the Purchaser, no employee of the Purchaser is in violation of any term of any Employment Agreement, non-disclosure agreement, non-competition agreement or any other Contract or agreement relating to the relationship of such Employee with the Purchaser or any other nature of the Business conducted or to be conducted by the Purchaser.

5.20 Real Property

The Purchaser does not own any real property. Each of the leases, subleases, claims or other real property interests (collectively, the “Purchaser Leases”) to which the Purchaser is a party or is bound, as disclosed in writing to the Target or as disclosed in the Purchaser Public Documents, is legal, valid, binding, enforceable and in full force and effect in all material respects. All rental and other payments required to be paid by the Purchaser pursuant to any such Purchaser Leases have been duly paid and no event has occurred which, upon the passing of time, the giving of notice, or both, would constitute a breach or default by any party under any of the Purchaser Leases. The Purchaser Leases will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing Date. The Purchaser has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Purchaser Leases or the leasehold property pursuant thereto.

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5.21 Material Contracts and Transactions

Other than as expressly contemplated by this Agreement, there are no Material Contracts to which the Purchaser is a party, except as previously disclosed to the Target or as disclosed in the Purchaser Public Documents. The Purchaser has made available to the Target a copy of each Material Contract. Each Material Contract of the Purchaser is in full force and effect, and there exists no material breach or violation of or default by the Purchaser under any Material Contract of the Purchaser, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Material Contract by the Purchaser. To the best knowledge of the Purchaser, the continuation, validity and effectiveness of each Material Contract of the Purchaser will in no way be affected by the consummation of the Transaction. There exists no actual or threatened termination, cancellation or limitation of, or any amendment, modification or change to, any Material Contract of the Purchaser.

5.22 Certain Transactions

Except as previously disclosed to the Target or as disclosed in the Purchaser Public Documents, the Purchaser is not a guarantor or indemnitor of any Indebtedness of any Person.

5.23 Internal Accounting Controls

The Purchaser maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

5.24 Listing and Maintenance Requirements

The Purchaser’s Shares are currently quoted on the OTC Bulletin Board and the Purchaser has not, in the 12 months preceding the date hereof, received any notice from the OTC Bulletin Board or FINRA or any trading market on which the Purchaser Shares are or have been listed or quoted, to the effect that the Purchaser is not in compliance with the quoting, listing or maintenance requirements of the OTC Bulletin Board or such other trading market. No Governmental Body has issued any Order preventing or suspending the trading of the Purchaser Shares or prohibiting the issuance of the Consideration Shares to be delivered hereunder, and, to the Purchaser’s knowledge, no Proceedings for such purpose are pending or threatened.

5.25 No SEC or FINRA Inquiries

Neither the Purchaser nor any of its past or present officers or directors is the subject of any formal or informal inquiry or investigation by the SEC or FINRA. The Purchaser currently does not have any outstanding comment letters or other correspondences from the SEC or FINRA. The Purchaser does not reasonably know of any event or have any information which would result in the SEC or FINRA initiating an inquiry, investigation or Proceeding or otherwise affect the Purchaser.

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5.26 No Agents

The Purchaser warrants that no broker, agent or other intermediary has been engaged by the Purchaser in connection with the Transaction and, consequently, no commission is payable or due to a third party from the Purchaser.

5.27 Undisclosed Information

(a)	The Purchaser does not have any specific information relating to the Purchaser which is not generally known or which has not been disclosed to the Target and which could reasonably be expected to have a Material Adverse Effect on the Purchaser.

(b)	To the Purchaser’s knowledge, no representation or warranty of the Purchaser in this Agreement and no statement in the Purchaser Disclosure Statement omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

5.28 Other Representations

All statements contained in any certificate or other instrument delivered by or on behalf of the Purchaser pursuant hereto or in connection with the Transaction will be deemed to be representations and warranties by the Purchaser hereunder.

5.29 Survival

Notwithstanding the Closing and the issuance of the Consideration Shares or the waiver of any condition in this Agreement by the Target or the Accepting Shareholders, as applicable, the representations, warranties, covenants and agreements of the Purchaser hereunder will (except where otherwise specifically provided for in this Agreement) survive the Closing and will continue in full force and effect for six (6) months after the Closing Date.

5.30 Reliance

The Purchaser acknowledges and agrees that the Target and the Accepting Shareholders have entered into this Agreement relying on the warranties and representations and other terms and conditions contained in this Agreement, notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of the Target or the Accepting Shareholders, and that no information which is now known or should be known or which may hereafter become known by the Target or the Accepting Shareholders or their respective professional advisers, on the Closing Date, will limit or extinguish the right to indemnification hereunder.

ARTICLE 6
CLOSING

6.1 Closing Date and Location

The Transaction will be completed at 10:00 a.m. (Pacific time) on the Closing Date, at the offices of the Purchaser’s Solicitors, or at such other location and time as is mutually agreed to by the Purchaser and the Target. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for the Purchaser and the Target, provided such undertakings are satisfactory to each party’s respective legal counsel.

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6.2 Target and Accepting Shareholders Closing Documents

On the Closing Date, the Target and the Accepting Shareholders will deliver, or cause to be delivered, to the Purchaser the documents set forth in Section 7.1 and such other documents as the Purchaser may reasonably require to effect the Transaction.

6.3 Purchaser Closing Documents

On the Closing Date, the Purchaser will deliver, or cause to be delivered, to the Target and the Accepting Shareholders the documents set forth in Section 8.1 and such other documents as the Target may reasonably require to effect the Transaction.

ARTICLE 7
PURCHASER’S CONDITIONS PRECEDENT

7.1 Purchaser’s Conditions

The obligation of the Purchaser to complete the Transaction will be subject to the satisfaction of, or compliance with, at or before the Closing Date, of the conditions precedent set forth below. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser in its discretion:

	(a)	the Purchaser will have reviewed and approved of all materials in the possession and control of the Target and the Accepting Shareholders which are germane to the Purchaser’s decision to proceed with the Transaction;

	(b)	the Purchaser and its solicitors will be reasonably satisfied that the due diligence, analysis and other customary examinations that they have performed regarding the financial position and the business of the Target are consistent, in all material respects, with the representations and warranties of the Target and the Accepting Shareholders set forth in this Agreement;

	(c)	the Purchaser and its accountants shall have received, and had a reasonable opportunity to review, a copy of the Target Financial Statements from the Target and will be reasonably satisfied with the content of the Target Financial Statements;

	(d)	the Purchaser and/or the Target will have entered into a management contract with David Hall pursuant which Mr. Hall will become the President of the Purchaser at Closing;

	(e)	the Target will have provided the Purchaser with a legal opinion of the Target’s counsel, in a form reasonably satisfactory to the Purchaser’s Solicitors;

	(f)	the Target will have taken all actions necessary under the Target’s stock option plan to authorize the cancellation of the Target Options, which cancellation is conditional upon the grant of the Purchaser Options at Closing;

	(g)	all required approvals, consents, authorizations and waivers relating to the consummation of the Transaction by the Purchaser, including antitrust clearance to the extent applicable, will have been obtained;

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(h)	the Target will have obtained the consent of any parties from whom consent to the Transaction is required;

(i)	the Target and the Accepting Shareholders will have performed and complied with all obligations, covenants and agreements of the Target and the Accepting Shareholders set out in this Agreement and the representations and warranties of the Target and each of the Accepting Shareholders set forth in this Agreement will be true, correct and complete in all material respects as of the Closing Date and with the same effect as if made at and as of the Closing Date and the Purchaser will have received:

	(i)	from the Target, a certificate executed by an officer of the Target certifying that all obligations, covenants and agreements of the Target contained in this Agreement have been performed and complied with and that the representations and warranties of the Target set forth in this Agreement are true and correct in all material respects as at the Closing Date; and

	(ii)	from each Accepting Shareholder, a completed and executed US Certificate or Non-US Certificate, as applicable;

(j)	on the Closing Date, the Target’s total Liabilities, determined in accordance with GAAP, net of cash, shall not exceed $50,000;

(k)	no Material Adverse Change will have occurred with respect to the Business of the Target or the Shares;

(l)	this Agreement, the Transaction Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to the Purchaser, will have been executed and delivered to the Purchaser;

(m)	no claim will have been asserted or made that any Person (other than the Purchaser or the Accepting Shareholders) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Shares, or any other voting, equity, or ownership interest in, the Target, or (other than the Accepting Shareholders) is entitled to all or any portion of the Consideration Shares;

(n)	no Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Body which prohibits, restrains, enjoins or restricts the consummation of the Transaction, provided, however, that the parties to this Agreement shall use their reasonable best efforts to cause any such Order to be vacated or lifted;

(o)	approval of the Purchaser Board and the board of directors of the Target will have been obtained;

(p)	the Purchaser acquiring, at Closing, a minimum of 55% of the issued and outstanding Shares (inclusive of Shares acquired by the Purchaser pursuant to Investment One and Shares acquired from Accepting Shareholders);

(q)	the Purchaser will have entered into an agreement to purchase all of the shares of 583885 and such purchase will close contemporaneously with the closing of the Transaction; and

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(r)	the Purchaser will have received from the Target, the following closing documentation:

	(i)	a certified copy of resolutions of the directors of the Target authorizing the transfer of the Shares from the Accepting Shareholders to the Purchaser, the registration of the Shares from the Accepting Shareholders into the name of the Purchaser and the issue of share certificates representing the Shares from the Accepting Shareholders registered in the name of the Purchaser;

	(ii)	a certified copy of the central securities register of the Target showing the Purchaser as the registered owner of the Shares from the Accepting Shareholders;

	(iii)	all such instruments of transfer, duly executed, which in the opinion of the Purchaser acting reasonably are necessary to effect and evidence the transfer of the Shares from the Accepting Shareholders to the Purchaser free and clear of all Encumbrances; and

	(iv)	the corporate minute books and all other books and records of the Target.

7.2 Waiver/Survival

The conditions set forth in this Article 7 are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, the completion of the Transaction will not prejudice or affect in any way the rights of the Purchaser in respect of the warranties and representations of the Target and the Accepting Shareholders in this Agreement, and the representations and warranties of the Target and the Accepting Shareholders in this Agreement will survive the Closing and issuance of the Consideration Shares for the applicable period set out in Sections 3.23 and 4.3, as applicable.

7.3 Covenant of the Target and the Accepting Shareholders

The Target and the Accepting Shareholders covenant to deliver all of the closing documentation set out in Section 7.1.

ARTICLE 8
TARGET’S AND ACCEPTING SHAREHOLDERS’ CONDITIONS PRECEDENT

8.1 Target’s and Accepting Shareholders’ Conditions

The obligation of the Target and the Accepting Shareholders to complete the Transaction will be subject to the satisfaction of, or compliance with, at or before the Closing Date, of the conditions precedent set forth below. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Target and the Accepting Shareholders and may be waived by the Target in its discretion:

	(a)	the Target will have reviewed and approved of all materials in the possession and control of the Purchaser which are germane to the Target’s decision to proceed with the Transaction;

	(b)	the Target and its solicitors will be reasonably satisfied that the due diligence, analysis and other customary examinations that they have performed regarding the financial position and the business of the Purchaser are consistent, in all material respects, with the representations and warranties of the Purchaser set forth in this Agreement;

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	(c)	the Target and its accountants shall have had a reasonable opportunity to review the Purchaser Financial Statements and will be reasonably satisfied with the content of the Purchaser Financial Statements;

	(d)	all required approvals, consents, authorizations and waivers relating to the consummation of the Transaction by the Target, including antitrust clearance to the extent applicable, will have been obtained;

	(e)	the Purchaser will have obtained the consent of any parties from whom consent to the Transaction is required;

	(f)	the Purchaser will have performed and complied with all obligations, covenants and agreements of the Purchaser set out in this Agreement and the representations and warranties of the Purchaser set forth in this Agreement will be true, correct and complete in all material respects as of the Closing Date and with the same effect as if made at and as of the Closing Date and the Target will have received from the Purchaser, a certificate executed by an officer of the Purchaser certifying that all obligations, covenants and agreements of the Purchaser contained in this Agreement have been performed and complied with and that the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing Date; and

	(g)	no Material Adverse Change will have occurred with respect to the Business of the Purchaser;

	(h)	the approval of the Purchaser Board and the board of directors of the Target for the Transaction will have been obtained;

	(i)	the Purchaser acquiring, at Closing, a minimum of 55% of the issued and outstanding Shares (inclusive of Shares acquired by the Purchaser pursuant to Investment One and Shares acquired from Accepting Shareholders);

	(j)	the approval of all Accepting Shareholders will have been obtained;

	(k)	immediately prior to: (i) the Closing; and (ii) the closing of the purchase of all the shares of 583885, there will be no more than 11,500,000 Purchaser Shares issued and outstanding, including all Purchaser Shares issued in connection with the Private Placement;

	(l)	this Agreement, the Transaction Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance satisfactory to the Target will have been executed and delivered to the Target;

	(m)	the Consideration Shares will have been delivered in accordance with Section 6.3;

	(n)	no Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Body which prohibits, restrains, enjoins or restricts the consummation of the Transaction, provided, however, that the parties to this Agreement shall use their reasonable best efforts to cause any such Order to be vacated or lifted; and

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(o)

the Purchaser will have entered into an agreement to purchase all of the shares of 583885 and such purchase will close contemporaneously with the closing of the Transaction.

8.2 Waiver/Survival

The conditions set forth in this Article 8 are for the exclusive benefit of the Target and the Accepting Shareholders and may be waived by the Target and the Accepting Shareholders in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, completion of the Transaction by the Target and the Accepting Shareholders will not prejudice or affect in any way the rights of the Target and the Accepting Shareholders in respect of the warranties and representations of the Purchaser set forth in this Agreement, and the representations and warranties of the Purchaser in this Agreement will survive the Closing and issuance of the Consideration Shares for the applicable period set out in Section 5.29.

8.3 Covenant of the Purchaser

The Purchaser covenants to deliver all of the closing documentation set out in Section 8.1.

ARTICLE 9
CONDUCT OF BUSINESS PRIOR TO CLOSING

9.1 Conduct

Except as otherwise contemplated or permitted by this Agreement, or as set forth in the Target Disclosure Statement, during the period from the date of this Agreement to the Closing Date, the Target will do the following:

(a)	conduct the Business in the ordinary and usual course and in a continuous fashion and will not, without the prior written consent of the Purchaser:

	(i)	enter into any transaction which would constitute a breach of the Target’s or the Accepting Shareholders’ representations, warranties or agreements contained herein;

	(ii)	sell, or undertake to sell, any of the Shares or any other securities of the Target;

	(iii)	increase the salaries or other compensation of, or make any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, officers or directors or make any increase in, or any addition to, other benefits to which any of its Employees, officers or directors may be entitled;

	(iv)	create, incur, assume or guarantee any indebtedness for money borrowed, or mortgaged or pledged by the Target or a third party, and will not subject any of the material assets or properties of the Target to any mortgage, lien, pledge, security interest, conditional sales contract or other Encumbrance related to any such indebtedness for money borrowed;

	(v)	declare, set aside or pay any dividend or make or agree to make any other distribution or payment in respect of the Target’s capital shares or redeem, repurchase or otherwise acquire or agree to redeem, purchase or acquire any of the Target’s capital shares or equity securities; or

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	(vi)	pay any amount (other than salaries in the ordinary course of business) to any Related Party of the Target or the Shareholders;

(b)	comply with all laws affecting the operation of the Business and pay all required Taxes;

(c)	not take any action or omit to take any action which would, or would reasonably be expected to, result in a breach of or render untrue any representation, warranty, covenant or other obligation of the Target or the Accepting Shareholders contained herein;

(d)	use commercially reasonable efforts to preserve intact the Business and the assets, operations and affairs of the Target and carry on the Business and the affairs of the Target substantially as currently conducted, and use commercially reasonable efforts to promote and preserve for the Purchaser the goodwill of suppliers, customers and others having business relations with the Target;

(e)	take all necessary actions, steps and proceedings that are necessary to approve or authorize, or to validly and effectively undertake, the execution and delivery of this Agreement and the completion of the Transaction;

(f)	otherwise respond reasonably promptly to reasonable requests from the Purchaser for information concerning the status of the Business, operations, and finances of the Target; and

(g)	comply with the provisions of Article 10 of this Agreement.

ARTICLE 10
ADDITIONAL COVENANTS OF THE PARTIES

10.1 Creation of Class B Shares and Class C Shares

Prior to the Closing, the Purchaser Board will change its authorized capital by creating the Class B Shares and the Class C Shares, having the rights and restrictions as set out in Schedules D and E, respectively, to this Agreement.

10.2 Purchaser’s Investment In Target

(a)	At Closing, subject to the acquisition by the Purchaser of a minimum of 55% of the issued and outstanding Shares (inclusive of Purchaser Shares issued pursuant to Investment One and Shares acquired from Accepting Shareholders), the Purchaser agrees to purchase 1,000,000 Shares from the Target at a price of $1.00 per Share, for an aggregate purchase price of $1,000,000 (“Investment One”).

(b)	The Purchaser agrees to purchase an additional 2,000,000 Shares at a price of $1.00 per Share, to be purchased as follows:

	(i)	$1,000,000 on or before the date that is six (6) months from the Closing Date (“Investment Two”); and

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(ii)

$1,000,000 on or before the date that is twelve (12) months from the Closing Date (“Investment Three”).

10.3 Private Placement and Purchaser Cash at Closing

At or prior to Closing, the Purchaser will complete the Private Placement such that, at Closing, the Purchaser will have no less than $1,000,000 in cash to be used for completing Investment One.

10.4 Pooling Agreement

At Closing (or at such time as a Shareholder becomes an Accepting Shareholder subsequent to the Closing Date), each of the Accepting Shareholders agrees to enter into a pooling agreement (the “Pooling Agreement”) with Clark Wilson LLP (the “Trustee”) with respect to the Exchange Shares, pursuant to which the Accepting Shareholders will deposit their respective Exchange Shares with the Trustee until such Exchange Shares are released from the Pooling Agreement in accordance with the terms thereof. The Pooling Agreement will provide, among other things, that 15% of the Exchange Shares will be released on the first day of each quarter after expiry of the initial twelve (12) month hold period imposed pursuant to the Securities Act.

10.5 Purchaser Board

The current directors of the Purchaser will, subject to compliance with applicable corporate laws and the Purchaser’s Charter Documents, adopt resolutions appointing David Hall, Peter Jensen, Matt Wayrynen and Rolf Hoffman, and such other person as the Target may advise to the Purchaser Board and accepting the resignations of Roy Brown, Brent Petterson and John Toljanich from the Purchaser Board, with such appointments and resignations to be effective on Closing.

10.6 Officers of the Purchaser

The current directors of the Purchaser will adopt resolutions appointing David Hall as President, Peter Jensen as Chairman of the Board, Matt Wayrynen as Vice President of Corporate Development, Dr. Rolf Hoffman as Chief Medical Officer and Pamela Lynch as Corporate Secretary, subject to the approval of such persons to act in such positions, and accepting the resignation of John Toljanich from all officer positions with the Purchaser, with such appointments and resignation to be effective on Closing.

10.7 Tryton Shares and Carob Shares

At the Closing, the Purchaser will sell (i) the Tryton Shares to Tryton, and (ii) the Carob Shares to Carob.

10.8 Cancellation of Target Options and Grant of Purchaser Options

(a)	On or before Closing, the Purchaser will adopt the stock option plan in the form attached hereto as Schedule I.

(b)	At Closing, the Target will cause all outstanding Target Options to be cancelled and each of the holders of the Target Options will be granted one Purchaser Option for each Target Option (which Purchaser Options, except as noted below in respect of the vesting date of each Purchaser Option, will be governed by the terms of the stock option plan to be adopted by the Purchaser on or prior to the Closing, in the form attached hereto as Schedule I) such that, on exercise of each Purchaser Option, the holder of such Purchaser Option will be entitled to acquire, and will accept in lieu of the number of common shares of the Target to which such holder was entitled immediately before the Closing Date, an equal number of Purchaser Shares.

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(c)	All of the Purchaser Options issued to holders of the Target Options at Closing will be exercisable into Purchaser Shares at an exercise price of $0.50 per Purchaser Share.

(d)	All of the Purchaser Options issued to holders of the Target Options at Closing will be subject to a one year vesting period such that all of the Purchaser Options will vest on the first anniversary of the Closing Date.

10.9 Issuances of Securities by Target

(a)	The Target hereby covenants and agrees that it will not, during the period commencing on the date of execution of this Agreement and ending on the Conversion Deadline, issue any shares in its capital or enter into any agreement, right or option, present or future, contingent, absolute or capable of becoming an agreement, right or option or which with the passage of time or the occurrence of any event could become an agreement, right or option to require the Target to issue any further or other shares in its capital or any other security convertible or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in the capital of the Target.

(b)	The Purchaser covenants and agrees that it will not cause the Target to take any action which would result in the Target breaching Section 10.9(a).

10.10 Consents

The parties covenant and agree that they will use commercially reasonable efforts to obtain the consents, renunciations and approvals of third parties which are necessary to the completion of the Transaction, provided that such consents, renunciations or approvals may be validly given by such third parties in accordance with relevant agreements, covenants or applicable law.

10.11 Exclusivity

Until such time, if any, as this Agreement is terminated pursuant to Article 12, the Transaction is consummated or as otherwise agreed to by the parties hereto, none of the parties to this Agreement (through their advisors, directors, bankers, Employees, shareholders, agents or otherwise) will, directly or indirectly:

	(a)	solicit, initiate, encourage, facilitate or discuss any proposition, offer, inquiry, submission or proposal from any other Person concerning: (i) the purchase of any part of their issued and outstanding securities, including the Shares; (ii) the purchase of any significant elements of their respective assets; or (iii) any merger, reorganization, arrangement, capitalization or any other form of business merger implicating, directly or indirectly, any party to this Agreement or their respective Businesses (a “Proposed Transaction”); or

	(b)	enter into any agreement, discussions or negotiations with any Person, company or other entity with respect to a Proposed Transaction.

Each of the parties to this Agreement will provide written notification to the other parties hereto of all propositions, offers, bids or information requests that they might receive regarding a Proposed Transaction and must provide the other parties to this Agreement with all relevant information in their possession related to such Proposed Transaction.

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10.12 Access for Investigation

(a)	Between the date of this Agreement and the Closing Date, the Target will:

	(i)	afford the Purchaser, the Purchaser’s Solicitors and the Purchaser’s representatives, advisors, prospective lenders and their representatives (collectively, the “Purchaser’s Advisors”) full and free access to the Target’s personnel, properties, Contracts, books and records, and other documents and data, in each case during normal business hours, upon a reasonable number of occasions, upon reasonable notice and in a manner calculated to minimize disruption of the Target’s Business;

	(ii)	furnish the Purchaser and the Purchaser’s Advisors with copies of all such Contracts, books and records, and other existing documents and data, as the Purchaser may reasonably request; and

	(iii)	furnish the Purchaser and the Purchaser’s Advisors with such additional financial, operating, and other data and information, as the Purchaser may reasonably request.

(b)	Between the date of this Agreement and the Closing Date, the Purchaser will:

	(i)	afford the Target, the Accepting Shareholders and their respective representatives, legal and advisors and prospective lenders and their representatives (collectively, the “Target’s Advisors”) full and free access to the Purchaser’s personnel, properties, contracts, books and records, and other documents and data, in each case during normal business hours, upon a reasonable number of occasions, upon reasonable notice and in a manner calculated to minimize disruption of the Purchaser’s business;

	(ii)	furnish the Target, the Accepting Shareholders and the Target’s Advisors with copies of all such contracts, books and records, and other existing documents and data, as the Target and the Accepting Shareholders may reasonably request; and

	(iii)	furnish the Target, the Accepting Shareholders and the Target’s Advisors with such additional financial, operating, and other data and information, as the Target and the Accepting Shareholders may reasonably request.

10.13 Required Filings

(a)	As promptly as practicable after the date of this Agreement, the Target will make all filings required by Legal Requirements to be made by it in order to consummate the Transaction. Between the date of this Agreement and the Closing Date, the Target and the Accepting Shareholders will cooperate with the Purchaser with respect to all filings that the Purchaser elects to make or is required by Legal Requirements to make in connection with the Transaction.

(b)	As promptly as practicable after the date of this Agreement, the Purchaser will make all filings required by Legal Requirements to be made by it in order to consummate the Transaction. The Purchaser will (i) provide the Accepting Shareholders with copies of all correspondence with Governmental Bodies relating to such Legal Requirements, (ii) allow the Accepting Shareholders to participate on all discussions or meetings (whether in person or via phone or other technology) with Governmental Bodies relating to such Legal Requirements, and (iii) provide the Accepting Shareholders with reasonable notice of each of the foregoing, and a reasonable opportunity to participate in the process where appropriate.

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10.14 Notification

Between the date of this Agreement and the Closing Date, each of the parties to this Agreement will promptly notify the other parties in writing if any such party becomes aware of any fact or condition that causes or constitutes a breach of any of the representations and warranties set forth herein, as of the date of this Agreement, or if such party becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Target Disclosure Statement or Purchaser Disclosure Statement between the date of this Agreement and the Closing Date, if such Disclosure Statement were dated the date of the occurrence or discovery of any such fact or condition, the Target or the Purchaser, as applicable, will promptly deliver to the other party a supplement to such Disclosure Statement specifying such change. During the same period, each party hereto will promptly notify the other parties hereto of the occurrence of any breach of any covenant set forth herein or of the occurrence of any event that may make the satisfaction of the conditions set forth herein impossible or unlikely.

10.15 Best Efforts

Between the date of this Agreement and the Closing Date, the parties will use their best efforts to cause the conditions contained in this Agreement to be satisfied.

10.16 Disclosure of Confidential Information

Until the Closing Date and, if this Agreement is terminated without consummation of the Transaction, then after such termination, the Purchaser, the Target and each of the Accepting Shareholders will maintain in confidence, will cause their respective directors, officers, Employees, agents, and advisors to maintain in confidence, and will not use to the detriment of another party or divulge to any third parties, other than their respective legal and financial advisors, auditors, representatives and any other Governmental Bodies having jurisdiction, any confidential written, oral, or other information obtained during the course of the investigations in connection with this Agreement or the Transaction, unless:

	(a)	such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party;

	(b)	the use of such information is necessary or appropriate pursuant to Applicable Securities Laws or in making any filing or obtaining any consent or approval required for the consummation of the Transaction; or

	(c)	the furnishing or use of such information is required by or necessary or appropriate in connection with legal Proceedings.

10.17 Public Notices

The parties agree that they will not release or issue any reports or statements or make any public announcements relating to this Agreement or the Transaction without the prior written consent of the other party, except as may be required upon written advice of counsel to comply with Applicable Laws or regulatory requirements after consulting with the other party hereto and seeking their reasonable consent to such announcement.

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ARTICLE 11
POST CLOSING COVENANT

11.1 Registration of Purchaser Shares Issued Pursuant to Private Placement

The Target and the Accepting Shareholders hereby acknowledge and agree that, as soon as reasonably possible after the Closing, the Purchaser will file a registration statement on Form F-1 (or any other form applicable to the Private Placement) with the SEC registering the Purchaser Shares issued in the Private Placement (the “Registrable Shares”). The Purchaser will include in such registration statement all or any part of the Registrable Shares provided, however, that the Purchaser shall not be required to register any of the Registrable Shares that are eligible for sale pursuant to Rule 144(k) of the Securities Act. Notwithstanding any other provision of this Agreement, if the Purchaser receives a comment from the SEC which effectively results in the Purchaser having to reduce the number of Registrable Shares being registered on such registration statement, then the Purchaser may, in its sole discretion, reduce, on a pro rata basis, along with all other Purchaser Shares being registered under such registration statement, the number of Registrable Shares to be included in such registration statement.

ARTICLE 12
TERMINATION

12.1 Termination

This Agreement may be terminated at any time prior to the Closing Date by:

	(a)	mutual agreement of the Purchaser and the Target;

	(b)	the Purchaser, if there has been a material breach by the Target or a Shareholder of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of the Target or a Shareholder that is not cured, to the reasonable satisfaction of the Purchaser, within ten (10) business days after notice of such breach is given by the Purchaser (except that no cure period will be provided for a breach by the Target or a Shareholder that, by its nature, cannot be cured);

	(c)	the Target, if there has been a material breach by the Purchaser of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of the Purchaser that is not cured, to the reasonable satisfaction of the Accepting Shareholders, within ten (10) business days after notice of such breach is given by the Target or the Accepting Shareholders (except that no cure period will be provided for a breach by the Purchaser that by its nature cannot be cured);

	(d)	the Purchaser or the Target if any permanent injunction or other order of a Governmental Body of competent authority preventing the consummation of the transaction contemplated by this Agreement has become final and non-appealable; or

	(e)	if the Transaction has not been consummated prior to the Closing Date, unless otherwise extended by the written agreement of the parties hereto.

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12.2 Effect of Termination

In the event of the termination of this Agreement as provided in Section 12.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations under this Agreement.

ARTICLE 13
INDEMNITIES

13.1 Agreement of the Purchaser to Indemnify

The Purchaser will indemnify, defend, and hold harmless, to the full extent of the law, the Target and/or the Accepting Shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Target and/or the Accepting Shareholders by reason of, resulting from, based upon or arising out of:

	(a)	the material breach by the Purchaser of any representation or warranty of the Purchaser contained in or made pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or

	(b)	the material breach or partial breach by the Purchaser of any covenant or agreement of the Purchaser made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.

13.2 Agreement of the Target and the Accepting Shareholders to Indemnify

The Target and each Accepting Shareholder will indemnify, defend, and hold harmless, to the full extent of the law, the Purchaser from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Purchaser by reason of, resulting from, based upon or arising out of:

	(a)	the material breach by the Target or a Shareholder of any representation or warranty of the Target or a Shareholder contained in or made pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or

	(b)	the material breach or partial breach by the Target or a Shareholder of any covenant or agreement of the Target or a Shareholder made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.

13.3 Third Party Claims

(a)

If any third party notifies a party entitled to indemnification under Section 13.1 or 13.2 (each an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which may give rise to an indemnity claim against a party required to indemnify such Indemnified Party under Section 13.1 or 13.2 (each an “Indemnifying Party”), then the Indemnified Party will promptly give written notice to Indemnifying Party; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Article 13, except to the extent such delay actually and materially prejudices the Indemnifying Party.

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(b)	The Indemnifying Party will be entitled to participate in the defense of any Third-Party Claim that is the subject of a notice given by the Indemnified Party pursuant to Section 13.3(a). In addition, the Indemnifying Party will have the right to defend the Indemnified Party against the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within fifteen days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party elects to assume the defense of such Third-Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have adequate financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) if the Indemnifying Party is a party to the Third-Party Claim or, in the reasonable opinion of the indemnified Party some other actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party, the Indemnified Party determines in good faith that joint representation would not be inappropriate, (iv) the Third-Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, (v) settlement of, an adverse judgment with respect to or the Indemnifying Party’s conduct of the defense of the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to be materially adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) and (vi) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently. The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim; provided, however, that the Indemnifying Party will pay the reasonable fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third-Party Claim.

(c)	The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of the Indemnified Party from all liabilities arising or relating to, or in connection with, the Third-Party Claim and (iii) involves no finding or admission of any violation of Legal Requirements or the rights of any Person and has no effect on any other claims that may be made against the Indemnified Party.

(d)	If the Indemnifying Party does not deliver the notice contemplated by Section 13.3(b)(i), or the evidence contemplated by Section 13.3(b)(ii), within fifteen days after the Indemnified Party has given notice of the Third-Party Claim, or otherwise at any time fails to conduct the defense of the Third-Party Claim actively and diligently, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third- Party Claim in any manner it may deem appropriate; provided, however, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld or delayed). In the event that the Indemnified Party conducts the defense of the Third- Party Claim pursuant to this Section 13.3(d), the Indemnifying Party will (i) advance the Indemnified Party promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third-Party Claim to the fullest extent provided in this Article 13.

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13.4 Exclusive Remedy

After the Closing, this Article 13 shall be the sole and exclusive remedy for any inaccuracy of any representation and warranty, or breach of any covenant obligation, made in connection with this Agreement.

ARTICLE 14
GENERAL

14.1 Expenses

All costs and expenses incurred in connection with the preparation of this Agreement and the Transaction will be paid by the party incurring such expenses, provided that the Purchaser and the Target acknowledge and agree that each of the parties’ costs will be paid from the proceeds of a financing to be undertaken by the Purchaser in connection this Transaction.

14.2 Indemnifications Not Affected by Investigation

The right to indemnification, payment of damages or other remedy based on the representations, warranties, covenants, and obligations contained herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.

14.3 Assignment

No parties to this Agreement may assign any of their respective rights under this Agreement without the prior consent of each of the other parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of each of the parties, as applicable. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns, as applicable.

14.4 Notices

Any notice required or permitted to be given under this Agreement will be in writing and may be given by delivering, sending by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy, or sending by prepaid registered mail, the notice to the following address or number:

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If to the Purchaser:

	Newcastle Resources Ltd.
	Suite 605 – 475 Howe Street
	Vancouver, BC V6C 2B3

	Attention:	Brent Petterson
	Telephone:	(604) 684-4312
	Facsimile:	(604) 689-0046
	Email:	brentpetterson@telus.net

	With a copy (which will not constitute notice) to:

	Clark Wilson LLP
	Barristers & Solicitors
	Suite 800 – 885 West Georgia Street
	Vancouver, BC V6C 3H1

	Attention:	Virgil Z. Hlus
	Telephone:	(604) 687-5700
	Facsimile:	(604) 687-6314
	Email:	vzh@cwilson.com

If to the Accepting Shareholders or to the Target:

	TrichoScience Innovations Inc.
	Suite 200 – 455 Granville Street
	Vancouver, BC V6C 1T1
	Attention:	Matt Wayrynen
	Telephone:	604-248-8732
		604-682-3701
	Facsimile:	604-682-3600
	Email:	mwayrynen@hotmail.com

	With a copy (which will not constitute notice) to:

	Borden Ladner Gervais LLP
	Suite 1200 – 200 Burrard Street
	Vancouver, BC	V7X 1T2

	Attention:	Warren Learmonth
	Telephone:	(604) 687-5744
	Facsimile:	(604) 687-1415
	Email:	wlearmonth@blgcanada.com

(or to such other address or number as any party may specify by notice in writing to another party).

Any notice delivered or sent by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy on a business day will be deemed conclusively to have been effectively given on the day the notice was delivered, or the transmission was sent successfully to the number set out above, as the case may be.

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Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively given on the third business day after posting; but if at the time of posting or between the time of posting and the third business day thereafter there is a strike, lockout, or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.

14.5 Governing Law; Venue

This Agreement, the legal relations between the parties and the adjudication and the enforcement thereof, shall be governed by and interpreted and construed in accordance with the substantive laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to applicable choice of law provisions thereof. The parties hereto agree that any action, suit or proceeding arising out of or relating to this Agreement or the Transaction will be brought in a suitable court located in the Province of British Columbia and each party hereto irrevocably submits to the exclusive jurisdiction of those courts.

14.6 Severability

If any covenant or other provision of this Agreement is invalid, illegal, or incapable of being enforced by reason of any rule of law or public policy, then such covenant or other provision will be severed from and will not affect any other covenant or other provision of this Agreement, and this Agreement will be construed as if such invalid, illegal, or unenforceable covenant or provision had never been contained in this Agreement. All other covenants and provisions of this Agreement will, nevertheless, remain in full force and effect and no covenant or provision will be deemed dependent upon any other covenant or provision unless so expressed herein.

14.7 Entire Agreement

This Agreement, the schedules attached hereto and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.

14.8 Further Assurances

The parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as may be necessary to give full effect to the provisions and intent of this Agreement.

14.9 Enurement

This Agreement and each of the terms and provisions hereof will enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns.

14.10 Amendment

This Agreement may not be amended except by an instrument in writing signed by each of the parties.

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14.11 Schedules and Disclosure Statements

The schedules attached, the Target Disclosure Statement and the Purchaser Disclosure Statement provided pursuant to this Agreement are incorporated herein.

14.12 Counterparts

This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument and delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the day and year first above written.

TRICHOSCIENCE INNOVATIONS INC.

Per: /s/ Matt Wayrynen
Authorized Signatory

NEWCASTLE RESOURCES LTD.

Per: /s/ Brent Petterson
Authorized Signatory

SCHEDULE A

SHAREHOLDER INFORMATION

[SCHEDULE A REMOVED]

SCHEDULE B

CERTIFICATE OF NON-U.S. SHAREHOLDER

Capitalized terms used but not otherwise defined in this Certificate shall have the meanings given to such terms in that certain Share Exchange Agreement dated October 13, 2010 (the “Agreement”) among the Purchaser, the Target and the Accepting Shareholders, including the undersigned. In connection with the issuance of the Consideration Shares to the undersigned, the undersigned hereby agrees, acknowledges, represents and warrants that:

1. the undersigned is not a “U.S. Person” as such term is defined by Rule 902 of Regulation S (the definition of which includes, but is not limited to, an individual resident in the U.S. and an estate or trust of which any executor or administrator or trust, respectively is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the U.S.);

2. none of the Consideration Shares have been or will be registered under the Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any Applicable Securities Laws;

3. offers and sales of any of the Consideration Shares prior to the expiration of a period of six months after the date of original issuance of the Consideration Shares (the six month period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom and in each case only in accordance with applicable state and foreign securities laws;

4. the undersigned will not engage in any hedging transactions involving any of the Consideration Shares unless such transactions are in compliance with the provisions of the Securities Act and in each case only in accordance with Applicable Securities Laws;

5. the undersigned is acquiring the Consideration Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Consideration Shares in the United States or to U.S. Persons;

6. the undersigned has not acquired the Consideration Shares as a result of, and will not itself engage in, any directed selling efforts (as defined in Regulation S) in the United States in respect of the Consideration Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Consideration Shares; provided, however, that the undersigned may sell or otherwise dispose of the Consideration Shares pursuant to registration thereof under the Securities Act and any Applicable Securities Laws or under an exemption from such registration requirements;

7. the statutory and regulatory basis for the exemption claimed for the sale of the Consideration Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the Securities Act or any Applicable Securities Laws;

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8. except as set out in the Agreement, the Purchaser has not undertaken, and will have no obligation, to register any of the Consideration Shares under the Securities Act;

9. the Purchaser is entitled to rely on the acknowledgements, agreements, representations and warranties of the undersigned contained in the Agreement and this Certificate, and the undersigned will hold harmless the Purchaser from any loss or damage either one may suffer as a result of any such acknowledgements, agreements, representations and/or warranties made by the undersigned not being true and correct;

10. the undersigned has been advised to consult its own respective legal, tax and other advisors with respect to the merits and risks of an investment in the Consideration Shares and, with respect to applicable resale restrictions, is solely responsible (and the Purchaser is not in any way responsible) for compliance with applicable resale restrictions;

11. the undersigned and the undersigned’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Purchaser in connection with the acquisition of the Consideration Shares under the Agreement, and to obtain additional information, to the extent possessed or obtainable by the Purchaser without unreasonable effort or expense;

12. the books and records of the Purchaser were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the undersigned during reasonable business hours at its principal place of business and that all documents, records and books in connection with the acquisition of the Consideration Shares under the Agreement have been made available for inspection by the undersigned, the undersigned’s attorney and/or advisor(s);

13. the undersigned:

	(a)	is knowledgeable of, or has been independently advised as to, the Applicable Securities Laws of the securities regulators having application in the jurisdiction in which the undersigned is resident (the “International Jurisdiction”) which would apply to the acquisition of the Consideration Shares;

	(b)	the undersigned is acquiring the Consideration Shares pursuant to exemptions from prospectus or equivalent requirements under Applicable Securities Laws or, if such is not applicable, the undersigned is permitted to acquire the Consideration Shares under the Applicable Securities Laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;

	(c)	the Applicable Securities Laws of the authorities in the International Jurisdiction do not require the Purchaser to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Consideration Shares; and

	(d)	the acquisition of the Consideration Shares by the undersigned does not trigger:

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	(i)	any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or

	(ii)	any continuous disclosure reporting obligation of the Purchaser in the International Jurisdiction; and

the undersigned will, if requested by the Purchaser, deliver to the purchaser a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in Sections 13(c) and 13(d) above to the satisfaction of the Purchaser, acting reasonably;

14. the undersigned (i) is able to fend for itself in connection with the acquisition of the Consideration Shares; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Consideration Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;

15. the undersigned is not aware of any advertisement of any of the Consideration Shares and is not acquiring the Consideration Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

16. except as set out in the Agreement, no Person has made to the undersigned any written or oral representations:

	(a)	that any Person will resell or repurchase any of the Consideration Shares;

	(b)	that any Person will refund the purchase price of any of the Consideration Shares;

	(c)	as to the future price or value of any of the Consideration Shares; or

	(d)	that any of the Consideration Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Consideration Shares on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the Purchaser Shares on the OTC Bulletin Board;

17. the undersigned is outside the United States when receiving and executing this Agreement and is acquiring the Consideration Shares as principal for their own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other Person has a direct or indirect beneficial interest in the Consideration Shares;

18. neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Consideration Shares;

19. the Consideration Shares are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a Person in the United States;

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20. the undersigned understands and agrees that the Consideration Shares issued to the undersigned will bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”;

22. if the undersigned is a resident of British Columbia, the undersigned acknowledges and agrees that, in addition to the legend set forth in paragraph 21 above, the Consideration Shares issued to the undersigned will also bear the following restrictive legend (the “BC Legend”) specified in BCI 51-509:

“UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE- COUNTER MARKET ARE MET.”;

22. if the undersigned is not a resident of British Columbia, the undersigned acknowledges, agrees, represents and warrants that:

	(a)	pursuant to BCI 51-509, a subsequent trade in any of the Consideration Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of Applicable Securities Laws (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Consideration Shares (or ownership statement issued under a direct registration system or other book entry system) bear the BC Legend;

	(b)	the undersigned is not a resident of British Columbia and undertakes not to trade or resell any of the Consideration Shares in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The undersigned understands that others will rely upon the truth and accuracy of the representations and warranties contained in this Certificate and agrees that if such representations and warranties are no longer accurate or have been breached, the undersigned shall immediately notify the Purchaser;

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	(c)	by executing and delivering the Agreement and this Certificate and as a consequence of the representations and warranties made by the undersigned contained in this Certificate, the undersigned will have directed the Purchaser not to include the BC Legend on any certificates representing any of the Consideration Shares to be issued to the undersigned. As a consequence, the undersigned will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Consideration Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and

	(d)	if the undersigned wishes to trade or resell any of the Consideration Shares in or from British Columbia, the undersigned agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Consideration Shares to the Purchaser’s transfer agent or the Purchaser, as applicable, to have the BC Legend imprinted on such certificate or to instruct the Purchaser’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system; and

23. the Purchaser shall refuse to register any transfer of Consideration Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, pursuant to an available exemption from registration under the Securities Act or pursuant to an available exemption from the registration and prospectus requirements of the BC Act.

IN WITNESS WHEREOF, I have executed this Certificate of Non-U.S. Shareholder.

		Date: _________________________, 2010
Signature

Print Name

Title (if applicable)

Address

SCHEDULE C

CERTIFICATE OF U.S. SHAREHOLDER

Capitalized terms used but not otherwise defined in this Certificate shall have the meanings given to such terms in that certain Share Exchange Agreement dated October 13, 2010 among the Purchaser, the Target and the Accepting Shareholders, including the undersigned (the “Agreement”). In connection with the issuance of the Consideration Shares to the undersigned, the undersigned hereby agrees, acknowledges, represents and warrants, as an integral part of the Agreement, that:

1. the undersigned satisfies one or more of the categories of “Accredited Investor”, as defined by Regulation D promulgated under the Securities Act, as indicated below: (Please initial in the space provide those categories, if any, of an “Accredited Investor” which the undersigned satisfies.)

	_________Category 1	An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Consideration Shares, with total assets in excess of US $5,000,000.

	_________Category 2	A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000.

	_________Category 3	A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

	_________Category 4	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States).

	_________Category 5	A director or executive officer of the Target who will continue to be a director or executive officer of the Purchaser after the Closing.

	_________Category 6	A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.

	_________Category 7	An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories.

Note that if the undersigned is claiming to satisfy one of the above categories of Accredited Investor, the undersigned may be required to supply the Purchaser with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the undersigned’s status as an Accredited Investor.

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	If the undersigned is an entity which initialled Category 7 in reliance upon the Accredited Investor categories above, state the name and address of each equity owner, together with which of Categories 1 to 6 each equity owner falls into (please use an additional page if necessary):

3. the undersigned understands and agrees that offers and sales of any of the Consideration Shares shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom and in each case only in accordance with applicable state and foreign securities laws;

4. the undersigned understands and agrees not to engage in any hedging transactions involving any of the Consideration Shares unless such transactions are in compliance with the provisions of the Securities Act and in each case only in accordance with applicable state and provincial securities laws;

6. except as set out in the Agreement, the Purchaser has not undertaken, and will have no obligation, to register any of the Consideration Shares under the Securities Act;

7. the Purchaser is entitled to rely on the acknowledgements, agreements, representations and warranties and the statements and answers of the undersigned contained in the Agreement and this Certificate, and the undersigned will hold harmless the Purchaser from any loss or damage either one may suffer as a result of any such acknowledgements, agreements, representations and/or warranties made by the undersigned not being true and correct;

8. the undersigned has been advised to consult their own respective legal, tax and other advisors with respect to the merits and risks of an investment in the Consideration Shares and, with respect to applicable resale restrictions, is solely responsible (and the Purchaser is not in any way responsible) for compliance with applicable resale restrictions;

9. the undersigned and the undersigned’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Purchaser in connection with the acquisition of the Consideration Shares under the Agreement, and to obtain additional information, to the extent possessed or obtainable by the Purchaser without unreasonable effort or expense;

10. the books and records of the Purchaser were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the undersigned during reasonable business hours at its principal place of business and that all documents, records and books in connection with the acquisition of the Consideration Shares under the Agreement have been made available for inspection by the undersigned, the undersigned’s attorney and/or advisor(s);

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11. the undersigned (i) is able to fend for itself in connection with the acquisition of the Consideration Shares; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Consideration Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;

12. the undersigned is not aware of any advertisement of any of the Consideration Shares and is not acquiring the Consideration Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

13. except as set out in the Agreement, no person has made to the undersigned any written or oral representations:

	(a)	that any person will resell or repurchase any of the Consideration Shares;

	(b)	that any person will refund the purchase price of any of the Consideration Shares;

	(c)	as to the future price or value of any of the Consideration Shares; or

	(d)	that any of the Consideration Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Consideration Shares on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Purchaser on the OTC Bulletin Board;

14. none of the Consideration Shares are listed on any stock exchange or automated dealer quotation system and, except as set out in the Agreement, no representation has been made to the undersigned that any of the Consideration Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Purchaser on the OTC Bulletin Board;

15. the undersigned is acquiring the Consideration Shares as principal for their own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Consideration Shares;

16. neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Consideration Shares;

17. the Purchaser shall refuse to register any transfer of Consideration Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration under the Securities Act;

18. the Consideration Shares issued to the undersigned will bear the following legend:

“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”;

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19. the address of the undersigned included herein is the sole address of the undersigned as of the date of this certificate;

20. the undersigned is the beneficial owner of their respective Consideration Shares free and clear of all liens, charges and encumbrances of any kind whatsoever;

21. other than the Charter Documents of the Target, there are no written instruments, buy-sell agreements, registration rights or agreements, voting agreements or other agreements by and between or among the undersigned and any other Person, imposing any restrictions upon the transfer, prohibiting the transfer of or otherwise pertaining to the Consideration Shares held by the undersigned or the ownership thereof;

22. no Person has or will have any agreement or option or any right capable at any time of becoming an agreement to purchase or otherwise acquire the Consideration Shares held by the undersigned or require the undersigned to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of their Consideration Shares other than under the Agreement;

23. the undersigned waives all claims and actions connected with the issuance of or rights attached to the Consideration Shares held by the undersigned, including without limitation, the benefit of any representations, warranties and covenants in favour of the undersigned contained in any share purchase or subscription agreement(s) for such Consideration Shares; and any registration, liquidation, or any other rights by and between or among the undersigned and any other Person, which may be triggered as a result of the consummation of the Transaction;

24. pursuant to BCI 51-509, a subsequent trade in any of the Consideration Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of Applicable Securities Laws in Canada (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Consideration Shares (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in BCI 51-509;

25. the undersigned is not a resident of British Columbia and undertakes not to trade or resell any of the Consideration Shares in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The undersigned understands that others will rely upon the truth and accuracy of the representations and warranties contained in this Certificate and agrees that if such representations and warranties are no longer accurate or have been breached, the undersigned shall immediately notify the Purchaser;

27. by executing and delivering the Agreement and as a consequence of the representations and warranties made by the undersigned contained in this Certificate, the undersigned will have directed the Purchaser not to include the BC Legend on any certificates representing any of the Consideration Shares to be issued to the undersigned. As a consequence, the undersigned will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Consideration Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and

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28. if the undersigned wishes to trade or resell any of the Consideration Shares in or from British Columbia, the undersigned agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Consideration Shares to the Purchaser’s transfer agent or the Purchaser, as applicable, to have the BC Legend imprinted on such certificate or to instruct the Purchaser’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system.

IN WITNESS WHEREOF, I have executed this Certificate of U.S. Shareholder.

		Date:_______________________ , 2010
Signature

Print Name

Title (if applicable)

Address

SCHEDULE D

RIGHTS AND RESTRICTIONS OF CLASS B SHARES

Newcastle Resources Ltd.
(the “Company”)

Special Rights and Restrictions attached to the
Class B Preference Shares

The rights and restrictions set out in this Schedule are made in addition to and do not alter or amend the Bylaws of the Company.

1. Voting Rights

Subject to applicable laws and the conditions attaching to the Class B Preference Shares (the “Class B Shares”), including Section 2 hereof, the holders of the Class B Shares (the “Class B Shareholders”) shall be entitled to receive notice of and to attend all general meetings of the shareholders of the Company and shall have the right to vote, either in person or by proxy, at any such meeting on the basis of one vote for each Class B Share held (the “Voting Rights”).

2. Extinguishment of Class B Shares

The Class B Shares will be extinguished (and automatically cancelled) on the date on which:

	(a)	the Company has purchased common shares of TrichoScience Innovations Inc. (“TrichoScience”) from TrichoScience in an aggregate amount not less than $3,000,000, provided that the Company sells common shares at no less than $1.00 per share to raise the proceeds required for such purchase; and

	(b)	the Company has acquired at least 90% of the issued and outstanding common shares of TrichoScience (exclusive of any common shares of TrichoScience owned by the Company).

3. Approval of Holders of Class B Shares to Amendments of Rights and Restrictions

Any amendments or alterations to the rights and restrictions of the Class B Shares as set out in this Schedule shall, except as otherwise required by the Corporations Act (Ontario), shall be approved by the Class B Shareholders, with such approval to be given by an instrument or instruments in writing signed by the Class B Shareholders holding not less than two-thirds of the then outstanding Class B Shares or by resolution passed by at least two-thirds of the votes cast at a meeting or adjourned meeting of the Class B Shareholders duly called and at which a quorum was present. In the event that such approval is to be given at a meeting of the Class B Shareholders, a quorum for the meeting shall consist of the Class B Shareholders, present in person or represented by proxy, of not less than a majority of the Class B Shares outstanding at the time of the meeting. If, however, Class B Shareholders holding a majority of the outstanding Class B Shares are not present in person or represented by proxy at such meeting within 30 minutes after the time for which the meeting was called and the meeting is adjourned to a subsequent date, a quorum for the adjourned meeting shall consist of the Class B Shareholders present in person or represented by proxy at such adjourned meeting.

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4. Consent Required for Transfer

Other than transfers of Class B Shares among original shareholders of TrichoScience Innovations Inc., no Class B Shares may be sold, transferred or otherwise disposed of without the consent of the directors of the Company and the directors of the Company are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

SCHEDULE E

RIGHTS AND RESTRICTIONS OF CLASS C SHARES

Newcastle Resources Ltd.
(the “Company”)

Special Rights and Restrictions attached to the
Class C Preference Shares

The rights and restrictions set out in this Schedule are made in addition to and do not alter or amend the Bylaws of the Company.

1. Conversion Right

Subject to applicable laws, every two Class C Preference Shares (each, a “Class C Share”) will entitle the holder thereof (each, a “Class C Shareholder”) to convert such two Class C Shares into one common share of the Company (the “Conversion Right”), provided that the Conversion Right will not be exercisable by the Class C Shareholders until the United States Food and Drug Administration has approved, or otherwise provided clearance for, the commercial sale of TrichoScience Innovation Inc.’s hair cell replication technology in the United States of America.

2. Voting Rights

Subject to applicable laws and the conditions attaching to the Class C Shares, including Section 3 hereof, the Class C Shareholders shall be entitled to receive notice of and to attend all general meetings of the shareholders of the Company and shall have the right to vote, either in person or by proxy, at any such meeting on the basis of one vote for each Class C Share held.

3. Approval of Holders of Class C Shares to Amendment of Rights and Restrictions

Any amendments to the rights and restrictions pertaining to the Class C Shares as set out in this Schedule shall, except as otherwise required by the Corporations Act (Ontario), be given by an instrument or instruments in writing signed by the Class C Shareholders holding not less than two-thirds of the then outstanding Class C Shares or by resolution passed by at least two-thirds of the votes cast at a meeting or adjourned meeting of the Class C Shareholders duly called and at which a quorum was present. In the event that such approval is to be given at a meeting of the Class C Shareholders, a quorum for the meeting shall consist of the Class C Shareholders, present in person or represented by proxy, of not less than a majority of the Class C Shares outstanding at the time of the meeting. If, however, Class C Shareholders holding a majority of the outstanding Class C Shares are not present in person or represented by proxy at such meeting within 30 minutes after the time for which the meeting was called and the meeting is adjourned to a subsequent date, a quorum for the adjourned meeting shall consist of the Class C Shareholders present in person or represented by proxy at such adjourned meeting.

4. Consent Required for Transfer

Other than transfers of Class C Shares among original shareholders of TrichoScience Innovations Inc., no Class C Shares may be sold, transferred or otherwise disposed of without the consent of the directors of the Company and the directors of the Company are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

SCHEDULE F

CERTIFICATE OF SHAREHOLDER

Capitalized terms used but not otherwise defined in this certificate (the “Certificate”) shall have the meanings given to such terms in that certain Share Exchange Agreement dated October 13, 2010 (the “Agreement”) among the Purchaser, the Target and the Accepting Shareholders (as defined in the Agreement).

ARTICLE 1
ACQUISITION OF SHARES FROM SHAREHOLDER

1.1 Share Exchange

The undersigned (the “Shareholder”) agrees to sell, assign and transfer its Shares to the Purchaser, free and clear of all Encumbrances, on the terms and conditions herein set forth, in consideration for the issuance by the Purchaser to the Shareholder of one (1) fully paid and non-assessable Unit for each Share tendered by the Shareholder, as fully paid and non-assessable (the “Share Exchange”).

1.2 Fractional Consideration Shares

No fractional Consideration Shares will be issued in connection with the Share Exchange. In lieu of any such fractional Consideration Shares, if the Shareholder is entitled to receive a fractional amount of Consideration Shares, it will be entitled to have such fraction rounded up to the nearest whole number of applicable Consideration Shares and will receive from the Purchaser a certificate representing same.

1.3 Resale Restrictions

The Shareholder agrees to abide by all applicable resale restrictions and hold periods imposed by Applicable Securities Laws.

1.4 Exemptions

The Shareholder acknowledges that the Purchaser has advised the Shareholder that it is issuing the Consideration Shares to the Shareholder under exemptions from the prospectus and/or registration requirements of Applicable Securities Laws and, as a consequence, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Shareholder. To evidence the Shareholder’s eligibility for such exemptions, the Shareholder agrees to deliver:

	(a)	if the Shareholder is not a U.S. Person, a fully completed and executed Certificate of Non-U.S. Shareholder in the form attached as Schedule B to the Agreement (the “Non- U.S. Certificate”); or

	(b)	if the Shareholder is a U.S. Person, a fully completed and executed Certificate of U.S. Shareholder in the form attached as Schedule C to the Agreement (the “U.S. Certificate”)

to the Purchaser, and agrees that the representations and warranties set out in the Non-U.S. Certificate or U.S. Certificate, as applicable, as executed by the Shareholder will be true and complete on the closing of the Share Exchange (the “Closing”).

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ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

In connection with the issuance of the Consideration Shares to the Shareholder, the Shareholder hereby agrees, acknowledges, represents and warrants, and acknowledges that the Purchaser is relying upon such acknowledgements, representations and warranties in connection with the execution, delivery and performance of this certificate, notwithstanding any investigation made by or on behalf of the Purchaser, that:

2.1 Capacity

The Shareholder has the capacity to own the Shares owned by it, to execute this Certificate and to perform its obligations pursuant to this Certificate.

2.2 Ownership

The Shareholder is the registered and beneficial owner of ____________Shares, free and clear of any Liens or Encumbrances. Upon the Closing, except for the rights of the Purchaser pursuant to the Agreement, there will be no outstanding options, calls or rights of any kind binding on the Shareholder relating to or providing for the purchase, delivery or transfer of any of its Shares, and the Shareholder has no interest, legal or beneficial, direct or indirect, in any other shares of, or the assets or Business of, the Target.

2.3 Execution and Delivery

The Shareholder has all requisite power and authority to execute and deliver the Transaction Documents and to perform its respective obligations hereunder and to consummate the Share Exchange. No other corporate or shareholder proceedings on the part of the Shareholder is necessary to authorize such documents or to consummate the Share Exchange. This Certificate has been, and the other Transaction Documents when executed and delivered by the Shareholder as contemplated by this Certificate will be, duly executed and delivered by the Shareholder and this Agreement is, and the other Transaction Documents when executed and delivered by the Shareholder as contemplated hereby will be, valid and binding obligations of the Shareholder, enforceable in accordance with their respective terms except:

	(a)	as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally;

	(b)	as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and

	(c)	as limited by public policy.

2.4 No Violation

The execution and delivery of this Agreement, the transfer of the Shares owned by the Shareholder and the performance, observance or compliance with the terms of this Agreement by such Shareholder will not violate, constitute a default under, conflict with, or give rise to any requirement for a waiver or consent under:

(a)

any provision of any agreement, instrument or other obligation to which such Shareholder is a party or by which such Shareholder is bound; or

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(b)

any Applicable Laws.

2.5 Waiver

Except as provided for in the Agreement, the Shareholder is agreeing to waive all rights held by the Shareholder under prior agreements, including shareholder agreements, pertaining to the Shares held by the Shareholder and the Shareholder will remise, release and forever discharge the Purchaser and its respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations to the Shareholder under any such prior agreements.

2.6 Survival

Notwithstanding the Closing and the issuance of the Consideration Shares or the waiver of any condition by the Purchaser, the representations, warranties, covenants and agreements of the Shareholder hereunder will (except where otherwise specifically provided in the Agreement) survive the Closing and will continue in full force and effect indefinitely.

2.7 Reliance

The Shareholder acknowledges and agrees that the Purchaser has agreed to enter into the Share Exchange relying on the warranties and representations and other terms and conditions contained in this Certificate, notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of the Purchaser, and that no information which is now known or should be known or which may hereafter become known by the Purchaser or its officers, directors or professional advisers, on the Closing, will limit or extinguish the Purchaser’s right to indemnification hereunder.

IN WITNESS WHEREOF, I have executed this Certificate as of the ______day of _________________, _______________.

________________________________
Signature

________________________________
Print Name

________________________________
Title (if applicable)

________________________________
Address

SCHEDULE G

FORM OF POOLING AGREEMENT

VOLUNTARY POOLING AGREEMENT

THIS AGREEMENT dated for reference the ______day of _________________, 2010.

AMONG:
	NEWCASTLE RESOURCES LTD. , a company incorporated pursuant
	to the laws of the Province of Ontario and having an address at Suite
	605–475 Howe Street, Vancouver, BC V6C 2B3

	(the “Issuer”)
AND:
	The undersigned shareholders of the Issuer, being all of those
	shareholders who have signed Schedule A attached hereto

	(collectively, the “Undersigned”)
AND:
	CLARK WILSON LLP, of Suite 800 – 885 West Georgia Street,
	Vancouver, British Columbia V6C 3H1

	(the “Trustee”)

WHEREAS:

A. Pursuant to the terms of a share exchange agreement (the “Exchange Agreement”) dated October 13, 2010 among the Issuer, TrichoScience Innovations Inc. and the Undersigned, the Undersigned will acquire and hold common shares of the Issuer (the “ Pooling Shares”), as specified in Schedule A attached hereto; and

B. In concurrence with the closing of the Exchange Agreement, the Undersigned have agreed to pool the Pooling Shares, based upon and subject to the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and in consideration of the sum of one dollar ($1.00) now paid by the parties hereto, each to the other, (the receipt whereof is hereby acknowledged) and in further consideration of the mutual covenants and conditions hereinafter contained, the parties hereto agree as follows:

1.	In this Agreement:

	(a)	“Agreement” means this voluntary pooling agreement and any schedules or other documents attached hereto, as it may from time to time be supplemented or amended;

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	(b)	“Closing Date” shall mean the date under which the contemplated transactions underlying the Exchange Agreement have been consummated in accordance with the terms of the Exchange Agreement;

	(c)	“Exchange” shall mean any internationally recognized stock exchange or stock quotation system;

	(d)	“Pooling Shares” has the meaning set forth in Recital A to this Agreement; and

	(e)	“Regulators” shall mean the United States Securities and Exchange Commission, the British Columbia Securities Commission and/or any other regulatory body which governs and/or may come to govern the public listing or quotation of the common shares of the Issuer.

2.	The parties acknowledge that the Pooling Shares are not being pooled in the manner set forth herein pursuant to a requirement of any Regulators or any Exchange.

3.	The Undersigned hereby severally agree each with the other and with the Trustee that they will respectively deliver or cause to be delivered to the Trustee, certificates for such number of the Pooling Shares as is specified opposite their respective names in Schedule “A” hereto, which Pooling Shares are to be held by the Trustee and released, subject to this Section 3, proportionately to the Undersigned in accordance with their holdings of such Pooling Shares on the following basis:

	(a)	15% of the Pooling Shares on the first day of the Issuer’s first fiscal quarter beginning after the one year anniversary of the Closing Date (the “First Quarter”); and

	(b)	15% of the Pooling Shares on the first day of each of the Issuer’s next five (5) fiscal quarters after the First Quarter; and

	(c)	10% of the Pooling Shares on the first day of each of the Issuer’s sixth fiscal quarter after the First Quarter.

4.	Each of the Undersigned shall be entitled from time to time to a letter or receipt from the Trustee stating the number of Pooling Shares represented by certificates held for him by the Trustee subject to the terms of this Agreement, but such letter or receipt shall not be assignable.

5.	The Undersigned shall not sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever, any of their respective Pooling Shares or beneficial ownership of or any interest in their respective Pooling Shares and the Trustee shall not accept or acknowledge any transfer, assignment, declaration of trust or any other document evidencing a change in legal and beneficial ownership of or interest in the Pooling Shares, except as may be required by reason of the death or bankruptcy of any one or more of the Undersigned, in which case the Trustee shall hold the certificates for the Pooling Shares of such Undersigned subject to this Agreement for whatever person or persons, firm or corporation may thus become legally entitled thereto.

6.	If, during the period in which any of the Pooling Shares are retained in trust pursuant hereto, any dividend other than a dividend paid in common shares of the Issuer is received by the Trustee in respect of the Pooling Shares, such dividend shall be paid or transferred forthwith to the Undersigned entitled thereto. Any common shares of the Issuer received by way of dividend in respect of the Pooling Shares shall be dealt with as if they were shares hereunder.

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7.	In exercising the rights, duties and obligations prescribed or confirmed by this Agreement, the Trustee will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

8.	The Undersigned and the Issuer agree from time to time and at all times hereafter well and truly to save, defend and keep harmless and fully indemnify the Trustee, its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Trustee, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason or on account of its acting pursuant to this Agreement or anything in any manner relating thereto or by reason of the Trustee’s compliance in good faith with the terms hereof.

9.	In case proceedings should hereafter be taken in any court respecting the Pooling Shares, the Trustee will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Section 8 against its costs of such proceedings.

10.	The Trustee will have no responsibility in respect of loss of the certificates representing the Pooling Shares except the duty to exercise such care in the safekeeping thereof as it would exercise if the Pooling Shares belonged to the Trustee. The Trustee may act on the advice of counsel but will not be responsible for acting or failing to act on the advice of counsel.

11.	In the event that the Pooling Shares are attached, garnished or levied upon under any court order, or if the delivery of such property is stayed or enjoined by any court order or if any court order, judgment or decree is made or entered affecting such property or affecting any act by the Trustee, the Trustee will obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of this Agreement to the contrary. If the Trustee obeys and complies with any such writs, orders, judgments or decrees, it will not be liable to any of the parties hereto or to any other person, form or corporation by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated.

12.	Except as herein otherwise provided, the Trustee is authorized and directed to disregard any and all notices and warnings which may be given to it by any of the parties hereto or by any other person, firm, association or corporation. It will, however, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to comply with and obey such orders, judgments or decrees and in case of such compliance, it shall not be liable by reason thereof to any of the parties hereto or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated.

13.	If the Trustee receives any valid court order contrary to the instructions contained in this Agreement, the Trustee may continue to hold the Pooling Shares until the lawful determination of the issue between the parties hereto.

14.	If written notice of protest is made by any of the Undersigned and/or the Issuer to the Trustee to any action contemplated by the Trustee under this Agreement, and such notice sets out reasons for such protest, the Trustee may, at its sole discretion, continue to hold the Pooling Shares until the right to the documents is legally determined by a court of competent jurisdiction or otherwise.

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15.	The Trustee may resign as Trustee by giving not less than five (5) days’ notice thereof to the Undersigned and the Issuer. The Undersigned and the Issuer may terminate the Trustee by giving not less than five (5) days’ notice to the Trustee. The resignation or termination of the Trustee will be effective and the Trustee will cease to be bound by this Agreement on the date that is five (5) days after the date of receipt of the termination notice given hereunder or on such other date as the Trustee, the Undersigned and the Issuer may agree upon. All indemnities granted to the Trustee herein will survive the termination of this Agreement or the termination or resignation of the Trustee. In the event of termination or resignation of the Trustee for any reason, the Trustee shall, within that five (5) days’ notice period deliver the Pooling Shares to the new trustee to be named by the Undersigned and the Issuer.

16.	Notwithstanding anything to the contrary contained herein, in the event of any dispute arising between any of the Undersigned and/or the Issuer, this Agreement or any matters arising thereto, the Trustee may, in its sole discretion, deliver and interplead the Pooling Shares into court and such delivery and interpleading will be an effective discharge to the Trustee.

17.	The Issuer will pay all of the compensation of the Trustee and will reimburse the Trustee for any and all reasonable expenses, disbursements and advances made by the Trustee in the performance of its duties hereunder, including reasonable fees, expenses and disbursements incurred by its counsel.

18.	This Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their heirs, executors, administrators, successors and permitted assigns.

19.	This Agreement may be executed in several parts in the same form and such part as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.

20.	The parties hereto agree that in consideration of the Trustee agreeing to act as Trustee as aforesaid, the Undersigned do hereby covenant and agree from time to time and at all times hereafter well and truly to save, defend, and keep harmless and fully indemnify the Trustee, its successors and assigns, from and against all loss, costs, charges, damages and expenses which the Trustee, its successors or assigns, may at any time or times hereafter bear, sustain, suffer or be put to for or by reason or on account of its acting as Trustee pursuant to this Agreement.

21.	This Agreement will be governed by and construed in accordance with the law of British Columbia.

22.	It is further agreed by and between the parties hereto and, without restricting the foregoing indemnity, that in case proceedings should hereafter be taken in any Court respecting the shares hereby pooled, the Trustee shall not be obliged to defend any such action or submit its rights to the Court until it shall have been indemnified by other good and sufficient security in addition to the indemnity hereinbefore given against costs of such proceedings.

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IN WITNESS WHEREOF the Undersigned (as indicated by the execution of Schedule A opposite their respective names) and the Trustee have executed the presents as and from the day and year first above written.

CLARK WILSON LLP

Per: _____________________
Authorized Signatory

NEWCASTLE RESOURCES LTD.

Per: ______________________
Authorized Signatory

SCHEDULE A

SHAREHOLDER INFORMATION

[SCHEDULE A REMOVED]

SCHEDULE H

LIST OF TARGET STOCK OPTIONS

Optionee	Number of Target Options Held	Number of Purchaser Options to be Granted
David McLean	150,000	150,000
Peter Jensen	65,000	65,000
Erich Mohr	50,000	50,000
Andreas Finner	20,000	20,000
Rolf Hoffmann	450,000	450,000
Kevin McElwee	450,000	450,000
Matt Wayrynen	450,000	450,000
TOTAL:	1,635,000	1,635,000

VOLUNTARY POOLING AGREEMENT

THIS AGREEMENT dated for reference the 22nd day of December, 2010.

AMONG:
	NEWCASTLE RESOURCES LTD. , a company incorporated pursuant
	to the laws of the Province of Ontario and having an address at Suite
	605–475 Howe Street, Vancouver, BC V6C 2B3
	(the “Issuer”)
AND:
	The undersigned shareholder of the Issuer
	(collectively, the “Undersigned”)
AND:
	CLARK WILSON LLP, of Suite 800 – 885 West Georgia Street,
	Vancouver, British Columbia V6C 3H1
	(the “Trustee”)

WHEREAS:

A. Pursuant to the terms of a share exchange agreement (the “Exchange Agreement”) dated October 13, 2010 among the Issuer, TrichoScience Innovations Inc. (“Tricho”) and the Undersigned, the Undersigned will acquire and hold common shares of the Issuer, as specified in Schedule A attached hereto; and

B. In concurrence with the exchange of common shares of Tricho pursuant to the Exchange Agreement from time to time, the Undersigned has agreed to pool the common shares of the Issuer (the “Pooling Shares”) that it receives on each such exchange, based upon and subject to the terms and conditions of this Agreement.

1. In this Agreement:

(a)

“Agreement” means this voluntary pooling agreement and any schedules or other documents attached hereto, as it may from time to time be supplemented or amended;

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	(b)	“Closing Date” shall mean the date under which the contemplated transactions underlying the Exchange Agreement have been consummated in accordance with the terms of the Exchange Agreement;

	(c)	“Exchange” shall mean any internationally recognized stock exchange or stock quotation system;

	(d)	“Pooling Shares” has the meaning set forth in Recital B to this Agreement; and

	(e)	“Regulators” shall mean the United States Securities and Exchange Commission, the British Columbia Securities Commission and/or any other regulatory body which governs and/or may come to govern the public listing or quotation of the common shares of the Issuer.

2. The parties acknowledge that the Pooling Shares are not being pooled in the manner set forth herein pursuant to a requirement of any Regulators or any Exchange.

3. The Undersigned hereby severally agree each with the other and with the Trustee that they will respectively deliver or cause to be delivered to the Trustee, certificates for such number of the Pooling Shares as is specified opposite their respective names in Schedule “A” hereto, which Pooling Shares are to be held by the Trustee and released, subject to this Section 3, proportionately to the Undersigned in accordance with their holdings of such Pooling Shares on the following basis:

	(a)	15% of the Pooling Shares on the first day of the Issuer’s first fiscal quarter beginning after the one year anniversary of the Closing Date (the “First Quarter”); and

	(b)	15% of the Pooling Shares on the first day of each of the Issuer’s next five (5) fiscal quarters after the First Quarter; and

	(c)	10% of the Pooling Shares on the first day of each of the Issuer’s sixth fiscal quarter after the First Quarter.

4. Each of the Undersigned shall be entitled from time to time to a letter or receipt from the Trustee stating the number of Pooling Shares represented by certificates held for him by the Trustee subject to the terms of this Agreement, but such letter or receipt shall not be assignable.

5. Except for transfers among Dr. David McLean, Dr. Rolf Hoffman, Dr. Jerry Shapiro, Dr. Kevin McElwee, Dr. Harvey Lui and Matt Wayrynen, the Undersigned shall not sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever, any of their respective Pooling Shares or beneficial ownership of or any interest in their respective Pooling Shares and the Trustee shall not accept or acknowledge any transfer, assignment, declaration of trust or any other document evidencing a change in legal and beneficial ownership of or interest in the Pooling Shares, except as may be required by reason of the death or bankruptcy of any one or more of the Undersigned, in which case the Trustee shall hold the certificates for the Pooling Shares of such Undersigned subject to this Agreement for whatever person or persons, firm or corporation may thus become legally entitled thereto.

6. If, during the period in which any of the Pooling Shares are retained in trust pursuant hereto, any dividend other than a dividend paid in common shares of the Issuer is received by the Trustee in respect of the Pooling Shares, such dividend shall be paid or transferred forthwith to the Undersigned entitled thereto. Any common shares of the Issuer received by way of dividend in respect of the Pooling Shares shall be dealt with as if they were shares hereunder.

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7. In exercising the rights, duties and obligations prescribed or confirmed by this Agreement, the Trustee will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

8. The Undersigned and the Issuer agree from time to time and at all times hereafter well and truly to save, defend and keep harmless and fully indemnify the Trustee, its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Trustee, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason or on account of its acting pursuant to this Agreement or anything in any manner relating thereto or by reason of the Trustee’s compliance in good faith with the terms hereof.

9. In case proceedings should hereafter be taken in any court respecting the Pooling Shares, the Trustee will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Section 8 against its costs of such proceedings.

10. The Trustee will have no responsibility in respect of loss of the certificates representing the Pooling Shares except the duty to exercise such care in the safekeeping thereof as it would exercise if the Pooling Shares belonged to the Trustee. The Trustee may act on the advice of counsel but will not be responsible for acting or failing to act on the advice of counsel.

11. In the event that the Pooling Shares are attached, garnished or levied upon under any court order, or if the delivery of such property is stayed or enjoined by any court order or if any court order, judgment or decree is made or entered affecting such property or affecting any act by the Trustee, the Trustee will obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of this Agreement to the contrary. If the Trustee obeys and complies with any such writs, orders, judgments or decrees, it will not be liable to any of the parties hereto or to any other person, form or corporation by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated.

12. Except as herein otherwise provided, the Trustee is authorized and directed to disregard any and all notices and warnings which may be given to it by any of the parties hereto or by any other person, firm, association or corporation. It will, however, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to comply with and obey such orders, judgments or decrees and in case of such compliance, it shall not be liable by reason thereof to any of the parties hereto or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated.

13. If the Trustee receives any valid court order contrary to the instructions contained in this Agreement, the Trustee may continue to hold the Pooling Shares until the lawful determination of the issue between the parties hereto.

14. If written notice of protest is made by any of the Undersigned and/or the Issuer to the Trustee to any action contemplated by the Trustee under this Agreement, and such notice sets out reasons for such protest, the Trustee may, at its sole discretion, continue to hold the Pooling Shares until the right to the documents is legally determined by a court of competent jurisdiction or otherwise.

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15. The Trustee may resign as Trustee by giving not less than five (5) days’ notice thereof to the Undersigned and the Issuer. The Undersigned and the Issuer may terminate the Trustee by giving not less than five (5) days’ notice to the Trustee. The resignation or termination of the Trustee will be effective and the Trustee will cease to be bound by this Agreement on the date that is five (5) days after the date of receipt of the termination notice given hereunder or on such other date as the Trustee, the Undersigned and the Issuer may agree upon. All indemnities granted to the Trustee herein will survive the termination of this Agreement or the termination or resignation of the Trustee. In the event of termination or resignation of the Trustee for any reason, the Trustee shall, within that five (5) days’ notice period deliver the Pooling Shares to the new trustee to be named by the Undersigned and the Issuer.

16. Notwithstanding anything to the contrary contained herein, in the event of any dispute arising between any of the Undersigned and/or the Issuer, this Agreement or any matters arising thereto, the Trustee may, in its sole discretion, deliver and interplead the Pooling Shares into court and such delivery and interpleading will be an effective discharge to the Trustee.

17. The Issuer will pay all of the compensation of the Trustee and will reimburse the Trustee for any and all reasonable expenses, disbursements and advances made by the Trustee in the performance of its duties hereunder, including reasonable fees, expenses and disbursements incurred by its counsel.

18. This Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their heirs, executors, administrators, successors and permitted assigns.

19. This Agreement may be executed in several parts in the same form and such part as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.

20. The parties hereto agree that in consideration of the Trustee agreeing to act as Trustee as aforesaid, the Undersigned do hereby covenant and agree from time to time and at all times hereafter well and truly to save, defend, and keep harmless and fully indemnify the Trustee, its successors and assigns, from and against all loss, costs, charges, damages and expenses which the Trustee, its successors or assigns, may at any time or times hereafter bear, sustain, suffer or be put to for or by reason or on account of its acting as Trustee pursuant to this Agreement.

21. This Agreement will be governed by and construed in accordance with the law of British Columbia.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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22. It is further agreed by and between the parties hereto and, without restricting the foregoing indemnity, that in case proceedings should hereafter be taken in any Court respecting the shares hereby pooled, the Trustee shall not be obliged to defend any such action or submit its rights to the Court until it shall have been indemnified by other good and sufficient security in addition to the indemnity hereinbefore given against costs of such proceedings.

IN WITNESS WHEREOF the Undersigned and the Trustee have executed the presents as and from the day and year first above written.

CLARK WILSON LLP

Per: /s/ Clark Wilson LLP
Authorized Signatory

NEWCASTLE RESOURCES LTD.

Per: /s/ Brent Petterson
Authorized Signatory

SCHEDULE A

SHAREHOLDER INFORMATION

[SCHEDULE A REMOVED]

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made effective as of the 29 day of October, 2010.

AMONG:

583885 B.C. LTD. , a company incorporated pursuant to the laws of the Province of British Columbia and having an address at PO Box 12077, 2550 – 555 West Hastings Street, Vancouver, BC V6B 4N5

(the “ Target ”)

AND:

THE ACCEPTING SHAREHOLDERS OF THE TARGET, as listed on Schedule A attached hereto (each, an “ Accepting Shareholder ” and collectively, the “ Accepting Shareholders ”)

AND:

NEWCASTLE RESOURCES LTD. , a company incorporated pursuant to the laws of the Province of Ontario and having an address at Suite 605–475 Howe Street, Vancouver, BC V6C 2B3

(the “ Purchaser ”)

WHEREAS:

A. The Accepting Shareholders are the registered and/or beneficial owners of that number of common shares in the capital of the Target set forth in Schedule A to this Agreement;

B. The Purchaser has made an offer to acquire all of the issued and outstanding common shares in the capital of the Target in exchange for the issuance of 4.4 million common shares of the Purchaser, assuming acquisition by the Purchaser of all of the issued and outstanding common shares of the Target; and

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ARTICLE 1
INTERPRETATION

1.1 Definitions

In this Agreement the following words and phrases will have the following meanings:

	(a)	“Affiliate” with respect to any specified Person at any time, means each Person directly or indirectly through one or more intermediaries controlling, controlled by or under direct or indirect common control with such specified Person at such time;

	(b)	“Agreement” means this Share Exchange Agreement, and all of the schedules and other documents attached hereto, as it may from time to time be supplemented or amended;

	(c)	“Applicable Laws” means, with respect to any Person, any domestic (whether federal, state, territorial, provincial, municipal or local) or foreign statute, law, ordinance, rule, administrative interpretation, regulation, Order, writ, injunction, directive, judgment, decree or other requirement, all as in effect as of the Closing, of any Governmental Body applicable to such Person or any of its Affiliates or any of their respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officer’s, director’s, employee’s, consultant’s or agent’s activities on behalf of such Person or any of its Affiliates), including all Applicable Securities Laws;

	(d)	“Applicable Securities Laws” means applicable securities laws in all jurisdictions relevant to the issuance of the Consideration Shares to the Accepting Shareholders pursuant to the terms of this Agreement, including: (a) the BC Act or the equivalent legislation in each province and territory of Canada; (b) the rules, regulations, instruments and policies adopted by any securities commissions or other securities regulatory authorities of any of the provinces or territories of Canada; and (c) the federal and state securities legislation of the United States, including the Securities Act, as applicable;

	(e)	“BC Act” means the Securities Act (British Columbia) and the regulations made under that enactment, as amended;

	(f)	“BCI 51-509” means British Columbia Instrument 51-509 – Issuers Quoted in the U.S. Over-the-Counter Markets, as adopted by the British Columbia Securities Commission;

	(g)	“BC Legend” means the restrictive legend specified in BCI 51-509;

	(h)	“Business” means the business currently and heretofore carried on by the Purchaser or the Target, as the case may be;

	(i)	“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in British Columbia, Canada are authorized or required by law to close;

	(j)	“Charter Documents” means the articles, notice of articles, by-laws, articles of incorporation, articles of association, memorandum of association or other constating documents of a party to this Agreement;

	(k)	“Closing” means the closing of the Transaction pursuant to the terms of this Agreement on the Closing Date;

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	(l)	“Closing Date” means the date that is on or before ten (10) days following presentation by the Target to the Purchaser of the Target Financial Statements that are sufficient for filing purposes under Applicable Securities Laws, or such other date as the Purchaser and the Target may mutually agree to in writing, provided that the parties will use best efforts to effect the Closing on or before October 31, 2010;

	(m)	“Consideration Shares” means the Exchange Shares to be issued to the Accepting Shareholders in accordance with the terms of this Agreement;

	(n)	“Contracts” means all contracts, agreements, options, leases, licences, sales and purchase orders, commitments and other instruments of any kind, whether written or oral, to which the Target or the Purchaser, as applicable, is a party on the Closing Date;

	(o)	“Damages” means all demands, claims, actions, causes of action, assessments, Losses, damages, costs, expenses, Liabilities, judgments, awards, fines, sanctions, penalties, charges and amounts paid in settlement (net of insurance proceeds actually received), including: (i) interest on cash disbursements in respect of any of the foregoing; and (ii) reasonable costs, fees and expenses of attorneys, accountants and other agents of, or other Persons retained by, a Person;

	(p)	“Employee” means any current, former or retired employee, officer or director of the Target or the Purchaser, as applicable;

	(q)	“Employee Agreement” means each employment severance, consulting or similar agreement or Contract between the Target or the Purchaser, as applicable, and any Employee;

	(r)	“Employee Plan” means any plan, program, policy, practice, Contract, agreement or other arrangement providing for bonuses, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other Employee benefits of any kind, whether formal or informal, funded or unfunded, and whether or not legally binding, and pursuant to which the Target or the Purchaser, as applicable, has or may have any Liability, contingent or otherwise,

	(s)	“Encumbrance” means any Lien, claim, charge, pledge, hypothecation, security interest, mortgage, title retention agreement, option or encumbrance of any nature or kind whatsoever, other than: (i) statutory Liens for Taxes not yet due and payable; and (ii) such imperfections of title, easements and encumbrances, if any, that will not result in a Material Adverse Effect;

	(t)	“Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

	(u)	“Exchange Shares” means the Purchaser Shares to be issued to the Accepting Shareholders at a ratio such that, in the event that the Purchaser acquires all of the issued and outstanding Shares, the Purchaser will issue an aggregate of 4,400,000 Exchange Shares to the Accepting Shareholders;

	(v)	“GAAP” means, until January 1, 2011, Canadian generally accepted accounting principles, applied on a basis consistent with prior years, and on and after January 1, 2011, International Financial Reporting Standards;

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	(w)	“Governmental Authorization” means any: (a) permit, license, certificate, franchise, permission, variance, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Body;

	(x)	“Governmental Body” means any: (i) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (ii) federal, state, provincial, local, municipal, foreign, or other government; (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (iv) multi-national organization or body; or (v) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature;

	(y)	“Indebtedness” means all obligations, contingent (to the extent required to be reflected in financial statements prepared in accordance with GAAP) and otherwise, which in accordance with GAAP should be classified on the obligor’s balance sheet as Liabilities, including without limitation, in any event and whether or not so classified: (a) all debt and similar monetary obligations, whether direct or indirect; (b) all Liabilities secured by any mortgage, pledge, security interest, Lien, charge or other Encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (c) all agreements of guarantee, support, indemnification, assumption or endorsement and other contingent obligations, whether direct or indirect, in respect of Indebtedness or performance of others, including any obligation to supply funds to, or in any manner to invest in, directly or indirectly, the debtor, to purchase Indebtedness, or to assure the owner of Indebtedness against loss, through an agreement to purchase goods, supplies or services for the purpose of enabling the debtor to make payment of the Indebtedness held by such owner or otherwise; (d) obligations to reimburse issuers of any letters of credit; and (e) capital leases;

	(z)	“Legal Requirement” means any federal, state, provincial, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute or treaty;

	(aa)	“Liabilities” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, determined, determinable or otherwise, whether or not the same is required to be accrued on the financial statements of such Person;

	(bb)	“Lien” means, with respect to any asset, any mortgage, assignment, trust or deemed trust (whether contractual, statutory or otherwise arising), title defect or objection, lien, pledge, charge, security interest, hypothecation, restriction, Encumbrance or charge of any kind in respect of such asset;

	(cc)	“Losses” means any and all demands, claims, actions or causes of action, assessments, losses, Damages, Liabilities, costs and expenses, including, without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive Damages suffered by the Purchaser, the Target, or the Accepting Shareholders, including Damages for lost profits or lost business opportunities;

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	(dd)	“Material Adverse Change” means, in respect of the Purchaser or the Target, any one or more changes, events or occurrences which may have a Material Adverse Effect, and “Material Adverse Effect” means, in respect of the Purchaser or the Target, any state of facts which, in any case, either individually or in the aggregate are, or would reasonably be expected to be, material and adverse to the Business, assets or financial condition of the Purchaser or the Target, as applicable, provided that a Material Adverse Change or Material Adverse Effect shall not include any change or effect (whether alone or in combination with any other effect), directly or indirectly, arising out of, relating to, resulting from or reasonably attributable to: (i) the announcement of this Agreement or the pending completion of the Transaction; (ii) changes in the economy generally; (ii) changes in the capital markets generally; (iii) changes in GAAP; or (iv) any matter that has been disclosed to the public or the other parties prior to the date of this Agreement;

	(ee)	“Material Contracts” means those subsisting Contracts entered into by the Target or the Purchaser, as applicable, by which the Target or the Purchaser, as applicable, is bound or to which it or its respective assets are subject which have total payment obligations on the part of the Target or Purchaser, as applicable, which exceed $5,000 or are for a term of or in excess of one (1) year;

	(ff)	“Material Interest” has the meaning set forth in Section 1.1(ss);

	(gg)	“Non-Escrowed Shareholders” means Matt Wayrynen, David McLean, Peter Jensen and Rolf Hoffmann;

	(hh)	“Non-U.S. Certificate” has the meaning set forth in Section 2.5(a);

	(ii)	“Order” means any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any Governmental Body or by any arbitrator;

	(jj)	“Person” includes an individual, corporation, body corporate, partnership, joint venture, association, trust or unincorporated organization or any trustee, executor, administrator or other legal representative thereof;

	(kk)	“Proceeding” means any action, suit, litigation, arbitration, audit, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel;

	(ll)	“Purchaser Accounting Date” means June 30, 2010;

	(mm)	“Purchaser Disclosure Statement” means the disclosure statement of the Purchaser to be signed and dated by the Purchaser and delivered by the Purchaser to the Target at the Closing;

	(nn)	“Purchaser Financial Statements” means the audited annual financial statements of the Purchaser for the period commencing on January 1, 2009 and ending on December 31, 2009 and the unaudited interim financial statements of the Purchaser for the period ending on the Purchaser Accounting Date, and comparative periods thereto, including an audited balance sheet of the Purchaser as of December 31, 2009 and the comparative

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period ended December 31, 2008, and an unaudited balance sheet of the Purchaser as of the Purchaser Accounting Date and the comparative period ended June 30, 2009, together with related statements of income, cash flows, and changes in shareholders’ equity for the fiscal years and interim periods then ended, all prepared in accordance with GAAP;

(oo)	“Purchaser Public Documents” has the meaning set forth in Section 5.7;

(pp)	“Purchaser Shares” means the common shares in the capital stock of the Purchaser;

(qq)	“Purchaser’s Solicitors” means the law firm of Clark Wilson LLP;

(rr)	“Regulation S” means Regulation S promulgated under the Securities Act;

(ss)	“Related Party” means, with respect to a particular individual:

	(i)	each other member of such individual’s Family,

	(ii)	any Person that is directly or indirectly controlled by such individual or one or more members of such individual’s Family,

	(iii)	any Person in which such individual or members of such individual’s Family hold (individually or in the aggregate) a Material Interest, or

	(iv)	any Person with respect to which such individual or one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity), and

	with respect to a specified Person other than an individual:

	(i)	any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified Person,

	(ii)	any Person that holds a Material Interest in such specified Person,

	(iii)	each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity),

	(iv)	any Person in which such specified Person holds a Material Interest,

	(v)	any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity), and

	(vi)	any Related Person of any individual described in clause (ii) or (iii).

	For purposes of this definition, (a) the “Family” of an individual includes (i) the individual; (ii) the individual’s spouse; (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree; and (iv) any other natural person who resides with such individual, and (b) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least twenty percent (20%) of the outstanding voting power of a Person or equity securities or other equity interests

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representing at least twenty percent (20%) of the outstanding equity securities or equity interests in a Person;

	(tt)	“SEC” means the United States Securities and Exchange Commission;

	(uu)	“Securities Act” means the United States Securities Act of 1933 , as amended;

	(vv)	“Share Exchange” means the issuance by the Purchaser of Consideration Shares to the Accepting Shareholders in exchange for the acquisition by the Purchaser of the Shares held by the Accepting Shareholders pursuant to the terms of this Agreement;

	(ww)	“Shares” means the 4,400,000 common shares in the capital of the Target, being all of the issued and outstanding shares in the capital of the Target;

	(xx)	“Target Accounting Date” means August 31, 2010;

	(yy)	“Target Disclosure Statement” means the disclosure statement of the Target to be signed and dated by the Target and delivered by the Target to the Purchaser at the Closing;

	(zz)	“Target Financial Statements” means audited financial statements for the Target for the fiscal year ended August 31, 2010 and the comparative period thereto, including an audited balance sheet of the Target as of August 31, 2010 and the comparative period ended August 31, 2009, together with related statements of income, cash flows, and changes in shareholders’ equity for the fiscal years and interim periods then ended, all prepared in accordance with GAAP and audited by an independent auditor registered with the Canadian Public Accounting Board and the United States Public Company Accounting Oversight Board;

	(aaa)	“Taxes” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind, lawfully levied, assessed or imposed by any Governmental Body, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes and charges, sales taxes, use taxes, ad valorem taxes, value added taxes, subsoil use or extraction taxes and ownership fees, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, health taxes, payroll taxes, employment taxes, Canada or Quebec Pension Plan premiums, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes, mandatory pension and other social fund taxes or premiums, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services taxes, harmonized sales tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, and any instalments in respect thereof, together with any interest and any penalties or additional amounts imposed by any Governmental Body (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing and whether disputed or not;

	(bbb)	“Tax Returns” means all returns, schedules, elections, declarations, reports, information returns and statements required to be filed with any taxing authority relating to Taxes;

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	(ccc)	“Transaction” means the Share Exchange and all related transactions incidental to effecting the Transaction as contemplated by this Agreement;

	(ddd)	“Transaction Documents” means this Agreement and any other documents contemplated by this Agreement to be signed by the Target, the Purchaser or the Accepting Shareholders, as applicable, that are necessary in order for the parties to perform their respective obligations hereunder and to consummate the Transaction;

	(eee)	“U.S. Certificate” has the meaning set forth in Section 2.5(b); and

	(fff)	“U.S. Person” has the meaning set out in Regulation S, promulgated under the Securities Act.

1.2 Schedules

The following are the schedules to this Agreement:

Schedule A	—	List of Shareholders

Schedule B	—	Certificate of Non-U.S. Shareholder

Schedule C	—	Certificate of U.S. Shareholder

Schedule D	—	Form of Escrow Agreement

1.3 Interpretation

For the purposes of this Agreement, except as otherwise expressly provided herein:

	(a)	all references in this Agreement to a designated Article, Section, subsection, paragraph or other subdivision, or to a Schedule, is to the designated Article, section, subsection, paragraph or other subdivision of, or Schedule to, this Agreement unless otherwise specifically stated;

	(b)	the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, clause, subclause or other subdivision or Schedule;

	(c)	the singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable to a body corporate;

	(d)	the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);

	(e)	all accounting terms not otherwise defined in this Agreement have the meanings assigned to them in accordance with GAAP, applied on a consistent basis with prior years;

	(f)	except as otherwise provided, any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or such regulations;

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	(g)	where the phrase “to the best of the knowledge of” or phrases of similar import are used in this Agreement, it will be a requirement that the Person in respect of whom the phrase is used will have made such due enquiries as are reasonably necessary to enable such Person to make the statement or disclosure;

	(h)	the headings to the Articles and sections of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;

	(i)	any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity;

	(j)	the parties acknowledge that this Agreement is the product of arm’s length negotiation between the parties, each having obtained its own independent legal advice, and that this Agreement will be construed neither strictly for nor strictly against any party irrespective of which party was responsible for drafting this Agreement;

	(k)	the representations, warranties, covenants and agreements contained in this Agreement will not merge at the Closing and will continue in full force and effect from and after the Closing Date for the applicable period set out in this Agreement; and

	(l)	unless otherwise specifically noted, all references to “$” or sums of money in this Agreement are expressed in United States dollars ($). If it is necessary to convert money from another currency to United States dollars, such money will be converted using the exchange rates in effect at the date of payment.

ARTICLE 2
SHARE EXCHANGE

2.1 Share Exchange

Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase the Shares from the Accepting Shareholders and each of the Accepting Shareholders irrevocably agrees to sell, assign and transfer their respective Shares to the Purchaser, free and clear of all Encumbrances, on the terms and conditions herein set forth, in consideration for the issuance by the Purchaser to the Accepting Shareholders of one (1) Consideration Share for each Share tendered by the Accepting Shareholders.

2.2 Consideration

As consideration for the Shares to be acquired by the Purchaser pursuant to the Share Exchange, the Purchaser shall allot and issue the Consideration Shares to the Accepting Shareholders in the amount set out opposite each Accepting Shareholder’s name in Schedule A to this Agreement, as fully paid and non-assessable.

2.3 Fractional Consideration Shares

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have such fraction rounded up to the nearest whole number of applicable Consideration Shares and will receive from the Purchaser a certificate representing same.

2.4 Resale Restrictions

The Accepting Shareholders agree to abide by all applicable resale restrictions and hold periods imposed by Applicable Securities Laws.

2.5 Exemptions

	(a)	if the Accepting Shareholder is not a U.S. Person, a fully completed and executed Certificate of Non-U.S. Shareholder in the form attached hereto as Schedule B (the “Non- U.S. Certificate”); or

	(b)	if the Accepting Shareholder is a U.S. Person, a fully completed and executed Certificate of U.S. Shareholder in the form attached hereto as Schedule C (the “U.S. Certificate”)

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE TARGET

3.1 Organization and Good Standing

The Target is a company limited by shares duly organized, validly existing and in good standing under the laws of the Province of British Columbia, with full corporate power, authority and capacity to conduct its Business as presently conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under any applicable Contracts. The Target is duly qualified to do business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which the failure to be so registered would be likely to result in a Material Adverse Effect on the Target.

3.2 Capitalization

(a)	The entire authorized and issued capital stock and other equity securities of the Target are as set out in the Target Disclosure Statement. All of the issued and outstanding Shares and other

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securities of the Target are owned of record and beneficially by the Accepting Shareholders, free and clear of all Encumbrances. All of the outstanding equity securities of the Target have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding equity securities or other securities of the Target, if any, were issued in violation of any Applicable Securities Laws or any other Legal Requirement. The Target does not own, or have any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business.

(b)	The Accepting Shareholders own and have good marketable title to the Shares, as the legal and beneficial owners thereof, free of all Encumbrances.

3.3 Absence of Rights to Acquire Securities

Other than as set out in this Agreement, no Person has any agreement, right or option, present or future, contingent, absolute or capable of becoming an agreement, right or option or which with the passage of time or the occurrence of any event could become an agreement, right or option:

	(a)	to require the Target to issue any further or other shares in its capital or any other security convertible or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in the capital of the Target;

	(b)	for the issue or allotment of any unissued shares in the capital of the Target; or

	(c)	to require the Target to purchase, redeem or otherwise acquire any of the issued and outstanding Shares.

3.4 Authority

	(a)	as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally;

	(b)	as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and

	(c)	as limited by public policy.

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3.5 No Conflict

	(a)	contravene, conflict with, or result in a violation of any provision of the Charter Documents of the Target, or any resolution adopted by the board of directors of the Target or the shareholders of the Target;

	(b)	contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Target, or any of its respective assets, may be subject;

	(c)	contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Target or that otherwise relates to the Business of, or any of the assets owned or used by, the Target;

	(d)	cause the Purchaser or the Target to become subject to, or to become liable for the payment of, any Tax;

	(e)	cause any of the assets owned by the Target to be reassessed or revalued by any taxing authority or other Governmental Body;

	(f)	contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract;

	(g)	result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by the Target; or

	(h)	require the Target to obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of the Transaction.

3.6 Financial Statements

(a)	The Target has, or will prior to Closing have, delivered the Target Financial Statements to the Purchaser.

(b)	The Target Financial Statements:

	(i)	are in accordance with the books and records of the Target;

	(ii)	present fairly the financial condition of the Target as of the respective dates indicated and the results of operations for such periods; and

	(iii)	have been prepared in accordance with GAAP and reflect the consistent application of GAAP throughout the periods involved.

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(c)	All material financial transactions of the Target have been accurately recorded in the books and records of the Target and such books and records fairly present the financial position and the affairs of the Target.

(d)	Other than the costs and expenses incurred in connection with the negotiation and consummation of the Transaction, the Target has no material Liabilities or obligations, net of cash, either direct or indirect, matured or unmatured, absolute, contingent or otherwise, that exceed $5,000, which:

	(i)	are not set forth in the Target Financial Statements or have not heretofore been paid or discharged;

	(ii)	did not arise in the regular and ordinary course of business under any Contract specifically disclosed in writing to the Purchaser; or

	(iii)	have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Target Accounting Date.

(e)	Except to the extent reflected or reserved against in the Target Financial Statements or incurred subsequent to the Target Accounting Date in the ordinary and usual course of the business of the Target, the Target does not have any outstanding Indebtedness or any Liabilities or obligations (whether accrued, absolute, contingent or otherwise), and any Liabilities or obligations incurred in the ordinary and usual course of business since the Target Accounting Date have not had a Material Adverse Effect on the Target.

(f)	Since the Target Accounting Date, there have not been:

	(i)	any changes in the condition or operations of the Business, assets or financial affairs of the Target which have caused, individually or in the aggregate, a Material Adverse Effect on the Target; or

	(ii)	any damage, destruction or loss, labour trouble or other event, development or condition, of any character (whether or not covered by insurance) which is not generally known or which has not been disclosed to the Purchaser, which has or may cause a Material Adverse Effect on the Target.

(g)	Since the Target Accounting Date, and other than as contemplated by this Agreement, the Target has not:

	(i)	transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Target Financial Statements or cancelled any debts or claims except in each case in the ordinary and usual course of business;

	(ii)	incurred or assumed any obligation or Liability (fixed or contingent), except unsecured current obligations and Liabilities incurred in the ordinary and usual course of business;

	(iii)	issued or sold any shares in its capital or any warrants, bonds, debentures or other securities or issued, granted or delivered any right, option or other commitment for the issue of any such or other securities;

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	(iv)	discharged or satisfied any Encumbrances, or paid any obligation or Liability (fixed or contingent), other than current Liabilities or the current portion of long term Liabilities disclosed in the Target Financial Statements or current Liabilities incurred since the date thereof in the ordinary and usual course of business;

	(v)	declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of the Shares, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of the Shares;

	(vi)	made any gift of money or of any assets to any Person;

	(vii)	purchased or sold any assets except in the ordinary and usual course of business;

	(viii)	amended or changed or taken any action to amend or change its Charter Documents;

	(ix)	made payments of any kind to or on behalf of either a shareholder of the Target or any Related Parties of a shareholder of the Target, nor under any management agreement save and except Business related expenses and salaries in the ordinary and usual course of business and at the regular rates payable to them;

	(x)	created, incurred, assumed or guaranteed any Indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of the Target to any mortgage, Lien, pledge, security interest, Contract or other Encumbrance of any nature whatsoever;

	(xi)	made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;

	(xii)	suffered any damage, destruction or loss, whether or not covered by insurance, that has had or may be reasonably expected to have a Material Adverse Effect on the Target;

	(xiii)	other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees or directors or made any increase in, or any addition to, other benefits to which any of its Employees or directors may be entitled;

	(xiv)	adopted, or increased the payments to or benefits under, any Employee Plan for or with any Employees of the Target; or

	(xv)	authorized or agreed or otherwise have become committed to do any of the foregoing.

(h)	The Target has no guarantees, indemnities or contingent or indirect obligations with respect to the Liabilities or obligations of any other Person including any obligation to service the debt of or otherwise acquire an obligation of another Person or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of any other Person.

(i)	The Target is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, license, permit, authorization, certification, instrument, statute, regulation, Order, judgment, decree or law that would be violated or breached by, or under which default would occur or

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which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of the Transaction.

3.7 Subsidiaries

The Target has no subsidiaries.

3.8 Books and Records

3.9 Material Contracts

3.10 Tax Matters

(a)	The Target has filed or caused to be filed all Tax Returns that are or were required to be filed by or with respect to it, either separately or as a member of a group of corporations, pursuant to all applicable statutes and other Legal Requirements. The Target has made available to the Purchaser copies of all such Tax Returns filed by the Target. Except as described in the Target Disclosure Statement, the Target has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment by the Target or for which the Target may be liable.

(b)	All Taxes that the Target is or was required to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person.

(c)	All Tax Returns filed by (or that include on a consolidated basis) the Target are true, correct, and complete. There is no tax sharing agreement that will require any payment by the Target after the date of this Agreement.

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(d)	The Target has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof and has established an adequate reserve therefore in the Target Financial Statements for those Taxes not yet due and payable, except for (i) any Taxes the non-payment of which will not have a Material Adverse Effect on the Target, and (ii) such Taxes, if any, as are listed in the Target Disclosure Statement and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Target Financial Statements.

(e)	The Target is not presently under, or has received notice of, any contemplated investigation or audit by any regulatory or government agency or body or any foreign or state taxing authority concerning any fiscal year or period ended prior to the date hereof.

(f)	The Target Financial Statements contain full provision for all Taxes including any deferred Taxes that may be assessed to the Target.

3.11 No Agents

3.12 Employee Benefit Plans and Compensation; Employment Matters.

(a)	For purposes of this Section 3.12, the following terms will have the meanings set forth below:

	(i)	“Employee Plan” refers to any plan, program, policy, practice, contract, agreement or other arrangement providing for bonuses, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee benefits of any kind, whether formal or informal, funded or unfunded and whether or not legally binding, and pursuant to which the Target has or may have any material liability contingent or otherwise;

	(ii)	“Employee” means any current, former, or retired employee, officer, or director of the Target; and

	(iii)	“Employee Agreement” refers to each employment, severance, consulting or similar agreement or contract between the Target and any Employee.

(b)	The Target has made available to Purchaser:

	(i)	correct and complete copies of all documents embodying each Employee Plan and each Employee Agreement including all amendments thereto and copies of all forms of agreement and enrollment used in connection therewith;

	(ii)	the most recent annual actuarial valuations, if any, prepared for each Employee Plan;

	(iii)	if the Employee Plan is funded, the most recent annual and periodic accounting of the Employee Plan assets; and

	(iv)	all communications material to any Employee or Employees relating to the Employee Plan and any proposed Employee Plan, in each case, relating to any amendments,

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terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Target.

(c)	The Target has performed, in all material respects, all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by another party to any Employee Plan, and all Employee Plans have been established and maintained in all material respects in accordance with their respective terms and in substantial compliance with all Applicable Laws. There are no actions, suits or claims pending, or, to the knowledge of the Target, threatened or anticipated (other than routine claims for benefits), against any Employee Plan or against the assets of any Employee Plan. The Employee Plans can be amended, terminated or otherwise discontinued after the Closing in accordance with their terms, without liability to the Target, the Purchaser or any Affiliate thereof (other than ordinary administration expenses typically incurred in a termination event). There are no audits, inquiries or proceedings pending or, to the knowledge of the Accepting Shareholders and Target threatened, by any Governmental Body.

(d)	The execution of this Agreement and the consummation of the Transaction will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under an Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee.

(e)	The Target:

	(i)	is in compliance in all material respects with all Applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Employees;

	(ii)	has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees;

	(iii)	is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing;

	(iv)	is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for Employees (other than routine payments to be made in the normal course of business and consistent with past practice);

	(v)	has provided the Employees with all wages, benefits, stock options, bonuses, incentives and all other compensation that became due and payable through the date of the Agreement; and

	(vi)	represents that in the last three (3) years, no citation has been issued by any federal, state or provincial occupational safety and health board or agency against them and no notice of contest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving them has been filed or is pending or, to their knowledge, threatened, against them under any federal, state or provincial occupational safety and health board or any other Applicable Law relating to occupational safety and health.

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(f)	No work stoppage, labour strike or other “concerted action” involving Employees against the Target is pending or, to the knowledge of the Target, threatened. The Target is not involved in nor, to the knowledge of the Target, threatened with, any labour dispute, grievance, or litigation relating to labour, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labour practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in a Material Adverse Effect on the Target. The Target is not presently, nor has been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to any Employees and no collective bargaining agreement is being negotiated. There are no activities or proceedings of a labour union to organize any of the Employees.

(g)	Except as described in Target Disclosure Statement and except for claims by Employees under any applicable workers’ compensation or similar legislation which, if adversely determined, would not, either individually or in the aggregate, have a Material Adverse Effect on the Target, there are no complaints, claims or charges pending or outstanding or, to the best of the knowledge of the Target, anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any tribunal or agency against or in respect of the Target under or in respect of any employment legislation. The Target Disclosure Statement lists all Employees in respect of whom of the Target has been advised by any workers compensation or similar authority that such Employees are in receipt of benefits under workers’ compensation or similar legislation. There are no appeals pending before any workers compensation or similar authority involving the Target and all levies, assessments and penalties made against the Target pursuant to workers’ compensation or similar legislation have been paid. The Target is not aware of any audit currently being performed by any workers compensation or similar authority, and all payments required to be made in respect of termination or severance pay under any employment standards or similar legislation in respect of former employees or employees listed on the Target Disclosure Statement have been made.

3.13 Consents

	(a)	consummate the Transaction;

	(b)	execute and deliver all of the documents and instruments to be delivered by the Accepting Shareholders under this Agreement;

	(c)	duly perform and observe the terms and provisions of this Agreement; or

	(d)	render this Agreement legal, valid, binding and enforceable.

3.14 Compliance with Legal Requirements

Except as set forth in the Target Disclosure Statement:

(a)

the Target is, and at all times has been, in full compliance with all of the terms and requirements of each Governmental Authorization required for the operation of the Business;

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	(b)	no event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization required for the operation of the Business or may result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization required for the operation of the Business;

	(c)	the Target has not received, except as set forth in the Target Disclosure Statement, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and

	(d)	all applications required to have been filed for the renewal of the Governmental Authorizations required for the operation of the Business have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.

3.15 Legal Proceedings

(a)	Except as set forth in the Target Disclosure Statement, there is no pending Proceeding:

	(i)	that has been commenced by or against the Target or that otherwise relates to or may affect the Business, or any of the assets owned or used by, the Target; or

	(ii)	that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the Transaction.

(b)	To the knowledge of the Target and the Accepting Shareholders, no Proceeding has been threatened, and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding.

(c)	Except as set forth in the Target Disclosure Statement:

	(i)	there is no Order to which the Target, the Business or any of the assets owned or used by the Target is subject; and

	(ii)	no officer, director, agent, or Employee of the Target is subject to any Order that prohibits such officer, director, agent, or Employee from engaging in or continuing any conduct, activity, or practice relating to the Business.

3.16 Indebtedness to Target

Except for: (i) the payment of salaries and reimbursement for out-of-pocket expenses in the ordinary and usual course; or (ii) amounts disclosed in the Target Disclosure Statement or the Target Financial Statements, the Target has no Indebtedness to the Accepting Shareholders, any Related Party of an Accepting Shareholder or any directors, officers or Employees of the Target, on any account whatsoever.

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3.17 Undisclosed Information

(a)	The Target does not have any specific information relating to the Target which is not generally known or which has not been disclosed to the Purchaser and which could reasonably be expected to have a Material Adverse Effect on the Target.

(b)	No representation or warranty of the Target in this Agreement and no statement in the Target Disclosure Statement omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

3.18 Other Representations

3.19 Survival

3.20 Reliance

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE ACCEPTING SHAREHOLDERS

4.1 Capacity

Each Accepting Shareholder has the capacity to own the Shares owned by it, to enter into this Agreement and to perform its obligations under this Agreement.

4.2 Ownership

Each Accepting Shareholder is the registered and beneficial owner of the Shares set out beside its name in Schedule A to this Agreement, free and clear of any Liens or Encumbrances and except as set forth in the Target Disclosure Statement. Upon the Closing, except for the rights of the Purchaser pursuant to this

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Agreement with respect to the Shares and except as set forth in the Target Disclosure Statement, there will be no outstanding options, calls or rights of any kind binding on any Accepting Shareholder relating to or providing for the purchase, delivery or transfer of any of its Shares, and no Accepting Shareholder has any interest, legal or beneficial, direct or indirect, in any other shares of, or the assets or Business of, the Target.

4.3 Execution and Delivery

Each Accepting Shareholder has all requisite power and authority to execute and deliver the Transaction Documents and to perform its respective obligations hereunder and to consummate the Transaction. No other corporate or shareholder proceedings on the part of an Accepting Shareholder is necessary to authorize such documents or to consummate the Transaction. This Agreement has been, and the other Transaction Documents when executed and delivered by the Accepting Shareholders as contemplated by this Agreement will be, duly executed and delivered by the Accepting Shareholders and this Agreement is, and the other Transaction Documents when executed and delivered by the Accepting Shareholders as contemplated hereby will be, valid and binding obligations of the Accepting Shareholders, enforceable in accordance with their respective terms except:

	(a)	as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally;

	(b)	as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and

	(c)	as limited by public policy.

4.4 No Violation

The execution and delivery of this Agreement, the transfer of the Target Shares owned by the Accepting Shareholder and the performance, observance or compliance with the terms of this Agreement by such Accepting Shareholder will not violate, constitute a default under, conflict with, or give rise to any requirement for a waiver or consent under:

	(a)	any provision of any agreement, instrument or other obligation to which such Accepting Shareholder is a party or by which such Accepting Shareholder is bound; or

	(b)	any Applicable Laws.

4.5 Waiver

Except as provided for in this Agreement, after the Closing Date each Accepting Shareholder is agreeing to waive all rights held by such Accepting Shareholder in connection with the Shares under prior agreements, including shareholder agreements, pertaining to the Shares held by such Accepting Shareholder and the Accepting Shareholder will remise, release and forever discharge the Purchaser and its respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations to the Accepting Shareholder under any such prior agreements.

4.6 Survival

Notwithstanding the Closing and the issuance of the Consideration Shares or the waiver of any condition by the Purchaser, the representations, warranties, covenants and agreements of the Accepting

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Shareholders hereunder will (except where otherwise specifically provided in this Agreement) survive the Closing and will continue in full force and effect indefinitely.

4.7 Reliance

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

5.1 Organization and Good Standing

5.2 Capitalization

(a)	The entire authorized capital stock of the Purchaser consists of an unlimited number of Purchaser Shares without par value, of which 1,258,787 Purchaser Shares are currently issued and outstanding, and an unlimited number of preference shares without par value, of which no preference shares are currently issued and outstanding.

(b)	Immediately before the Closing, there will be no more than 11,500,000 Purchaser Shares issued and outstanding.

(c)	Except as set out in this Agreement and the Purchaser Disclosure Statement, there are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating the Purchaser to issue any additional Purchaser Shares, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from the Purchaser any Purchaser Shares. There are no agreements purporting to restrict the transfer of any of the issued and outstanding Purchaser Shares, and no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of any of the Purchaser Shares to which the Purchaser is a party or of which the Purchaser is aware.

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5.3 Authority

	(a)	as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;

	(b)	as limited by laws relating to the availability of specific performance, injunctive relief of other equitable remedies; and

	(c)	as limited by public policy.

5.4 Validity of Consideration Shares Issuable upon the Closing

5.5 Non-Contravention

	(a)	conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any Lien, security interest, charge or Encumbrance upon any of the material properties or assets of the Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, Order, decree, statute, law, ordinance, rule or regulation applicable to the Purchaser or its material property or assets;

	(b)	contravene, conflict with, or result in a violation of, any provision of the Charter Documents of the Purchaser, any resolution adopted by the Purchaser Board or the shareholders of the Purchaser, or any Applicable Laws;

	(c)	contravene, conflict with, or result in a violation or breach of any provision of, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract; or

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(d)

violate any Order, writ, injunction, decree, statute, rule, or regulation of any court or Governmental Body applicable to the Purchaser or any of its material property or assets.

5.6 Corporate Records of the Purchaser

5.7 Purchaser Public Documents

5.8 Actions and Proceedings

5.9 Compliance

(a)	To the best knowledge of the Purchaser, the Purchaser is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any Applicable Laws related to the business or operations of the Purchaser.

(b)	To the best knowledge of the Purchaser, the Purchaser is not subject to any judgment, Order or decree entered in any lawsuit or Proceeding applicable to its Business and operations that would have a Material Adverse Effect on the Purchaser.

(c)	The Purchaser has duly filed all reports and returns required to be filed by it with any Governmental Body and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits and consents are in full force and effect, and no Proceedings for the suspension or cancellation of any

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of them, and no investigation relating to any of them, is pending or to the best knowledge of the Purchaser, threatened, and none of them will be affected in a material adverse manner by the consummation of the Transaction.

5.10 Filings, Consents and Approvals

5.11 Financial Representations

Included with the Purchaser Public Documents are true, correct, and complete copies of the Purchaser Financial Statements. The Purchaser Financial Statements:

	(a)	are in accordance with the books and records of the Purchaser;

	(b)	present fairly the financial condition of the Purchaser as of the respective dates indicated and its results of operations for such periods; and

	(c)	have been prepared in accordance with GAAP.

5.12 Absence of Undisclosed Liabilities

5.13 Tax Matters

(a)	As of the date hereof:

	(i)	the Purchaser has timely filed all Tax Returns in connection with any Taxes which are required to be filed on or prior to the date hereof, taking into account any extensions of the filing deadlines which have been validly granted to it, and

	(ii)	all such Tax Returns are true and correct in all material respects.

(b)	The Purchaser has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof and has established an adequate reserve therefore on its balance sheets

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for those Taxes not yet due and payable, except for any Taxes the non-payment of which will not have a Material Adverse Effect on the Purchaser.

(c)	The Purchaser is not presently under and has not received notice of, any contemplated investigation or audit by any Governmental Body concerning any fiscal year or period ended prior to the date hereof.

(d)	All Taxes required to be withheld on or prior to the date hereof from Employees for Taxes have been properly withheld and, if required on or prior to the date hereof, have been deposited with the appropriate Governmental Body.

(e)	To the best knowledge of the Purchaser, the Purchaser Financial Statements contain full provision for all Taxes including any deferred Taxes that may be assessed to the Purchaser for the accounting period ended on the Purchaser Accounting Date or for any prior period in respect of any transaction, event or omission occurring, or any profit earned, on or prior to the Purchaser Accounting Date or for which the Purchaser is accountable up to such date and all contingent Liabilities for Taxes have been provided for or disclosed in the Purchaser Financial Statements.

5.14 Absence of Changes

Since the Purchaser Accounting Date, except as disclosed in the Purchaser Public Documents and except as contemplated in this Agreement, the Purchaser has not:

	(a)	incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any Lien or Encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any Material Adverse Effect to it or any of its assets or properties;

	(b)	sold, encumbered, assigned or transferred any material fixed assets or properties;

	(c)	created, incurred, assumed or guaranteed any Indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of the Purchaser to any mortgage, Lien, pledge, security interest, conditional sales contract or other Encumbrance of any nature whatsoever;

	(d)	made or suffered any amendment or termination of any Material Contract to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;

	(e)	declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of the Purchaser Shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of the Purchaser Shares;

	(f)	suffered any damage, destruction or loss, whether or not covered by insurance, that has had a Material Adverse Effect on its Business, operations, assets, properties or prospects;

	(g)	suffered any material adverse change in its Business, operations, assets, properties, prospects or condition (financial or otherwise);

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	(h)	received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have a Material Adverse Effect on its Business, operations, assets, properties or prospects;

	(i)	made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000;

	(j)	other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees or directors or made any increase in, or any addition to, other benefits to which any of its Employees or directors may be entitled;

	(k)	entered into any transaction other than in the ordinary course of business consistent with past practice; or

	(l)	agreed, whether in writing or orally, to do any of the foregoing.

5.15 Absence of Certain Changes or Events

Since the Purchaser Accounting Date, except as and to the extent disclosed in the Purchaser Public Documents, there has not been:

	(a)	a Material Adverse Effect with respect to the Purchaser; or

	(b)	any material change by the Purchaser in its accounting methods, principles or practices.

5.16 Personal Property

5.17 Subsidiaries

The Purchaser has no subsidiaries.

5.18 Insurance

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5.19 Employees and Consultants

5.20 Real Property

5.21 Material Contracts and Transactions

5.22 Certain Transactions

Except as previously disclosed to the Target or as disclosed in the Purchaser Public Documents, the Purchaser is not a guarantor or indemnitor of any Indebtedness of any Person.

5.23 Internal Accounting Controls

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5.24 Listing and Maintenance Requirements

5.25 No SEC or FINRA Inquiries

5.26 No Agents

5.27 Undisclosed Information

(a)	The Purchaser does not have any specific information relating to the Purchaser which is not generally known or which has not been disclosed to the Target and which could reasonably be expected to have a Material Adverse Effect on the Purchaser.

(b)	To the Purchaser’s knowledge, no representation or warranty of the Purchaser in this Agreement and no statement in the Purchaser Disclosure Statement omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

5.28 Other Representations

5.29 Survival

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5.30 Reliance

ARTICLE 6
CLOSING

6.1 Closing Date and Location

6.2 Target and Accepting Shareholders Closing Documents

6.3 Purchaser Closing Documents

ARTICLE 7
PURCHASER’S CONDITIONS PRECEDENT

7.1 Purchaser’s Conditions

	(a)	the Purchaser will have reviewed and approved of all materials in the possession and control of the Target and the Accepting Shareholders which are germane to the Purchaser’s decision to proceed with the Transaction;

	(b)	the Purchaser and its solicitors will be reasonably satisfied that the due diligence, analysis and other customary examinations that they have performed regarding the financial position and the business of the Target are consistent, in all material respects, with the

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representations and warranties of the Target and the Accepting Shareholders set forth in this Agreement;

(c)	the Purchaser and its accountants shall have received, and had a reasonable opportunity to review, a copy of the Target Financial Statements from the Target and will be reasonably satisfied with the content of the Target Financial Statements;

(d)	the Target will have provided the Purchaser with a legal opinion of the Target’s counsel, in a form reasonably satisfactory to the Purchaser’s Solicitors;

(e)	all required approvals, consents, authorizations and waivers relating to the consummation of the Transaction by the Purchaser, including antitrust clearance to the extent applicable, will have been obtained;

(f)	the Target will have obtained the consent of any parties from whom consent to the Transaction is required;

(g)	the Target and the Accepting Shareholders will have performed and complied with all obligations, covenants and agreements of the Target and the Accepting Shareholders set out in this Agreement and the representations and warranties of the Target and each of the Accepting Shareholders set forth in this Agreement will be true, correct and complete in all material respects as of the Closing Date and with the same effect as if made at and as of the Closing Date and the Purchaser will have received:

	(i)	from the Target, a certificate executed by an officer of the Target certifying that all obligations, covenants and agreements of the Target contained in this Agreement have been performed and complied with and that the representations and warranties of the Target set forth in this Agreement are true and correct in all material respects as at the Closing Date; and

	(ii)	from each Accepting Shareholder, a completed and executed US Certificate or Non-US Certificate, as applicable;

(h)	on the Closing Date, the Target’s total Liabilities, determined in accordance with GAAP, net of cash, shall not exceed $5,000;

(i)	no Material Adverse Change will have occurred with respect to the Business of the Target or the Shares;

(j)	this Agreement, the Transaction Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to the Purchaser, will have been executed and delivered to the Purchaser;

(k)	no claim will have been asserted or made that any Person (other than the Purchaser or the Accepting Shareholders) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Shares, or any other voting, equity, or ownership interest in, the Target, or (other than the Accepting Shareholders) is entitled to all or any portion of the Consideration Shares;

(l)	no Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Body which prohibits, restrains,

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enjoins or restricts the consummation of the Transaction, provided, however, that the parties to this Agreement shall use their reasonable best efforts to cause any such Order to be vacated or lifted;

(m)	approval of the Purchaser Board and the board of directors of the Target will have been obtained;

(n)	the Purchaser will have entered into an agreement to purchase at least 51% of Trichoscience Innovations Inc. and such purchase will close contemporaneously with the closing of the Transaction; and

(o)	the Purchaser will have received from the Target, the following closing documentation:

	(i)	a certified copy of resolutions of the directors of the Target authorizing the transfer of the Shares from the Accepting Shareholders to the Purchaser, the registration of the Shares from the Accepting Shareholders into the name of the Purchaser and the issue of share certificates representing the Shares from the Accepting Shareholders registered in the name of the Purchaser;

	(ii)	a certified copy of the central securities register of the Target showing the Purchaser as the registered owner of the Shares from the Accepting Shareholders;

	(iii)	all such instruments of transfer, duly executed, which in the opinion of the Purchaser acting reasonably are necessary to effect and evidence the transfer of the Shares from the Accepting Shareholders to the Purchaser free and clear of all Encumbrances; and

	(iv)	the corporate minute books and all other books and records of the Target.

7.2 Waiver/Survival

7.3 Covenant of the Target and the Accepting Shareholders

The Target and the Accepting Shareholders covenant to deliver all of the closing documentation set out in Section 7.1.

ARTICLE 8
TARGET’S AND ACCEPTING SHAREHOLDERS’ CONDITIONS PRECEDENT

8.1 Target’s and Accepting Shareholders’ Conditions

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forth below. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Target and the Accepting Shareholders and may be waived by the Target in its discretion:

	(a)	the Target will have reviewed and approved of all materials in the possession and control of the Purchaser which are germane to the Target’s decision to proceed with the Transaction;

	(b)	the Target and its solicitors will be reasonably satisfied that the due diligence, analysis and other customary examinations that they have performed regarding the financial position and the business of the Purchaser are consistent, in all material respects, with the representations and warranties of the Purchaser set forth in this Agreement;

	(c)	the Target and its accountants shall have had a reasonable opportunity to review the Purchaser Financial Statements and will be reasonably satisfied with the content of the Purchaser Financial Statements;

	(d)	all required approvals, consents, authorizations and waivers relating to the consummation of the Transaction by the Target, including antitrust clearance to the extent applicable, will have been obtained;

	(e)	the Purchaser will have obtained the consent of any parties from whom consent to the Transaction is required;

	(f)	the Purchaser will have performed and complied with all obligations, covenants and agreements of the Purchaser set out in this Agreement and the representations and warranties of the Purchaser set forth in this Agreement will be true, correct and complete in all material respects as of the Closing Date and with the same effect as if made at and as of the Closing Date and the Target will have received from the Purchaser, a certificate executed by an officer of the Purchaser certifying that all obligations, covenants and agreements of the Purchaser contained in this Agreement have been performed and complied with and that the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing Date; and

	(g)	no Material Adverse Change will have occurred with respect to the Business of the Purchaser;

	(h)	the approval of the Purchaser Board and the board of directors of the Target for the Transaction will have been obtained;

	(i)	the approval of all Accepting Shareholders will have been obtained;

	(j)	this Agreement, the Transaction Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance satisfactory to the Target will have been executed and delivered to the Target;

	(k)	the Consideration Shares will have been delivered in accordance with Section 6.3;

	(l)	no Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Body which prohibits, restrains, enjoins or restricts the consummation of the Transaction, provided, however, that the

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parties to this Agreement shall use their reasonable best efforts to cause any such Order to be vacated or lifted; and

(m)

the Purchaser will have entered into an agreement to purchase not less than 55% of the shares of Trichoscience Innovations Inc. and such purchase will close contemporaneously with the closing of the Transaction.

8.2 Waiver/Survival

8.3 Covenant of the Purchaser

The Purchaser covenants to deliver all of the closing documentation set out in Section 8.1.

ARTICLE 9
CONDUCT OF BUSINESS PRIOR TO CLOSING

9.1 Conduct

(a)	conduct the Business in the ordinary and usual course and in a continuous fashion and will not, without the prior written consent of the Purchaser:

	(i)	enter into any transaction which would constitute a breach of the Target’s or the Accepting Shareholders’ representations, warranties or agreements contained herein;

	(ii)	sell, or undertake to sell, any of the Shares or any other securities of the Target;

	(iii)	increase the salaries or other compensation of, or make any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, officers or directors or make any increase in, or any addition to, other benefits to which any of its Employees, officers or directors may be entitled;

	(iv)	create, incur, assume or guarantee any indebtedness for money borrowed, or mortgaged or pledged by the Target or a third party, and will not subject any of the material assets or properties of the Target to any mortgage, lien, pledge, security interest, conditional sales contract or other Encumbrance related to any such indebtedness for money borrowed;

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	(v)	declare, set aside or pay any dividend or make or agree to make any other distribution or payment in respect of the Target’s capital shares or redeem, repurchase or otherwise acquire or agree to redeem, purchase or acquire any of the Target’s capital shares or equity securities; or

	(vi)	pay any amount (other than salaries in the ordinary course of business) to any Related Party of the Target or the Accepting Shareholders;

	(b)	comply with all laws affecting the operation of the Business and pay all required Taxes;

	(c)	not take any action or omit to take any action which would, or would reasonably be expected to, result in a breach of or render untrue any representation, warranty, covenant or other obligation of the Target or the Accepting Shareholders contained herein;

	(d)	use commercially reasonable efforts to preserve intact the Business and the assets, operations and affairs of the Target and carry on the Business and the affairs of the Target substantially as currently conducted, and use commercially reasonable efforts to promote and preserve for the Purchaser the goodwill of suppliers, customers and others having business relations with the Target;

	(e)	take all necessary actions, steps and proceedings that are necessary to approve or authorize, or to validly and effectively undertake, the execution and delivery of this Agreement and the completion of the Transaction;

	(f)	otherwise respond reasonably promptly to reasonable requests from the Purchaser for information concerning the status of the Business, operations, and finances of the Target; and

	(g)	comply with the provisions of Article 10 of this Agreement.

ARTICLE 10
ADDITIONAL COVENANTS OF THE PARTIES

10.1 Escrow Agreement

At Closing, David Hall and Debra Anne Orange agree to enter into an escrow agreement (the “Escrow Agreement”) with Clark Wilson LLP (the “Trustee”) with respect to the Exchange Shares, pursuant to which David Hall and Debra Anne Orange will deposit their respective Exchange Shares with the Trustee until such Exchange Shares are released from the Escrow Agreement in accordance with the terms set out in Schedule D attached hereto.

10.2 Consents

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10.3 Exclusivity

	(a)	solicit, initiate, encourage, facilitate or discuss any proposition, offer, inquiry, submission or proposal from any other Person concerning: (i) the purchase of any part of their issued and outstanding securities, including the Shares; (ii) the purchase of any significant elements of their respective assets; or (iii) any merger, reorganization, arrangement, capitalization or any other form of business merger implicating, directly or indirectly, any party to this Agreement or their respective Businesses (a “Proposed Transaction”); or

	(b)	enter into any agreement, discussions or negotiations with any Person, company or other entity with respect to a Proposed Transaction.

10.4 Access for Investigation

(a)	Between the date of this Agreement and the Closing Date, the Target will:

	(i)	afford the Purchaser, the Purchaser’s Solicitors and the Purchaser’s representatives, advisors, prospective lenders and their representatives (collectively, the “Purchaser’s Advisors”) full and free access to the Target’s personnel, properties, Contracts, books and records, and other documents and data, in each case during normal business hours, upon a reasonable number of occasions, upon reasonable notice and in a manner calculated to minimize disruption of the Target’s Business;

	(ii)	furnish the Purchaser and the Purchaser’s Advisors with copies of all such Contracts, books and records, and other existing documents and data, as the Purchaser may reasonably request; and

	(iii)	furnish the Purchaser and the Purchaser’s Advisors with such additional financial, operating, and other data and information, as the Purchaser may reasonably request.

(b)	Between the date of this Agreement and the Closing Date, the Purchaser will:

	(i)	afford the Target, the Accepting Shareholders and their respective representatives, legal and advisors and prospective lenders and their representatives (collectively, the “Target’s Advisors”) full and free access to the Purchaser’s personnel, properties, contracts, books and records, and other documents and data, in each case during normal business hours, upon a reasonable number of occasions, upon reasonable notice and in a manner calculated to minimize disruption of the Purchaser’s business;

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	(ii)	furnish the Target, the Accepting Shareholders and the Target’s Advisors with copies of all such contracts, books and records, and other existing documents and data, as the Target and the Accepting Shareholders may reasonably request; and

	(iii)	furnish the Target, the Accepting Shareholders and the Target’s Advisors with such additional financial, operating, and other data and information, as the Target and the Accepting Shareholders may reasonably request.

10.5 Required Filings

(a)	As promptly as practicable after the date of this Agreement, the Target will make all filings required by Legal Requirements to be made by it in order to consummate the Transaction. Between the date of this Agreement and the Closing Date, the Target and the Accepting Shareholders will cooperate with the Purchaser with respect to all filings that the Purchaser elects to make or is required by Legal Requirements to make in connection with the Transaction.

(b)	As promptly as practicable after the date of this Agreement, the Purchaser will make all filings required by Legal Requirements to be made by it in order to consummate the Transaction. The Purchaser will (i) provide the Accepting Shareholders with copies of all correspondence with Governmental Bodies relating to such Legal Requirements, (ii) allow the Accepting Shareholders to participate on all discussions or meetings (whether in person or via phone or other technology) with Governmental Bodies relating to such Legal Requirements, and (iii) provide the Accepting Shareholders with reasonable notice of each of the foregoing, and a reasonable opportunity to participate in the process where appropriate.

10.6 Notification

10.7 Best Efforts

Between the date of this Agreement and the Closing Date, the parties will use their best efforts to cause the conditions contained in this Agreement to be satisfied.

10.8 Disclosure of Confidential Information

Until the Closing Date and, if this Agreement is terminated without consummation of the Transaction, then after such termination, the Purchaser, the Target and each of the Accepting Shareholders will

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maintain in confidence, will cause their respective directors, officers, Employees, agents, and advisors to maintain in confidence, and will not use to the detriment of another party or divulge to any third parties, other than their respective legal and financial advisors, auditors, representatives and any other Governmental Bodies having jurisdiction, any confidential written, oral, or other information obtained during the course of the investigations in connection with this Agreement or the Transaction, unless:

	(a)	such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party;

	(b)	the use of such information is necessary or appropriate pursuant to Applicable Securities Laws or in making any filing or obtaining any consent or approval required for the consummation of the Transaction; or

	(c)	the furnishing or use of such information is required by or necessary or appropriate in connection with legal Proceedings.

10.9 Public Notices

ARTICLE 11
REGISTRATION OF PURCHASER SHARES

(a)

the Purchaser Shares issued to the Non-Escrowed Shareholders; and

(b)

250,000 of the Purchaser Shares issued to David Hall

(collectively, the “Registrable Shares”).

The Purchaser will include in such registration statement all or any part of the Registrable Shares provided, however, that the Purchaser shall not be required to register any of the Registrable Shares that are eligible for sale pursuant to Rule 144(k) of the Securities Act. Notwithstanding any other provision of this Agreement, if the Purchaser receives a comment from the SEC which effectively results in the Purchaser having to reduce the number of Registrable Shares being registered on such registration statement, then the Purchaser may, in its sole discretion, reduce, on a pro rata basis, along with all other Purchaser Shares being registered under such registration statement, the number of Registrable Shares to be included in such registration statement.

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ARTICLE 12
TERMINATION

12.1 Termination

This Agreement may be terminated at any time prior to the Closing Date by:

	(a)	mutual agreement of the Purchaser and the Target;

	(b)	the Purchaser, if there has been a material breach by the Target or an Accepting Shareholder of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of the Target or an Accepting Shareholder that is not cured, to the reasonable satisfaction of the Purchaser, within ten (10) business days after notice of such breach is given by the Purchaser (except that no cure period will be provided for a breach by the Target or an Accepting Shareholder that, by its nature, cannot be cured);

	(c)	the Target, if there has been a material breach by the Purchaser of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of the Purchaser that is not cured, to the reasonable satisfaction of the Accepting Shareholders, within ten (10) business days after notice of such breach is given by the Target or the Accepting Shareholders (except that no cure period will be provided for a breach by the Purchaser that by its nature cannot be cured);

	(d)	the Purchaser or the Target if any permanent injunction or other order of a Governmental Body of competent authority preventing the consummation of the transaction contemplated by this Agreement has become final and non-appealable; or

	(e)	if the Transaction has not been consummated prior to the Closing Date, unless otherwise extended by the written agreement of the parties hereto.

12.2 Effect of Termination

ARTICLE 13
INDEMNITIES

13.1 Agreement of the Purchaser to Indemnify

(a)

the material breach by the Purchaser of any representation or warranty of the Purchaser contained in or made pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or

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(b)

the material breach or partial breach by the Purchaser of any covenant or agreement of the Purchaser made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.

13.2 Agreement of the Target and the Accepting Shareholders to Indemnify

	(a)	the material breach by the Target or an Accepting Shareholder of any representation or warranty of the Target or an Accepting Shareholder contained in or made pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or

	(b)	the material breach or partial breach by the Target or an Accepting Shareholder of any covenant or agreement of the Target or an Accepting Shareholder made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.

13.3 Third Party Claims

(a)	If any third party notifies a party entitled to indemnification under Section 13.1 or 13.2 (each an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which may give rise to an indemnity claim against a party required to indemnify such Indemnified Party under Section 13.1 or 13.2 (each an “Indemnifying Party”), then the Indemnified Party will promptly give written notice to Indemnifying Party; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Article 13, except to the extent such delay actually and materially prejudices the Indemnifying Party.

(b)	The Indemnifying Party will be entitled to participate in the defense of any Third-Party Claim that is the subject of a notice given by the Indemnified Party pursuant to Section 13.3(a). In addition, the Indemnifying Party will have the right to defend the Indemnified Party against the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within fifteen days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party elects to assume the defense of such Third-Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have adequate financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) if the Indemnifying Party is a party to the Third-Party Claim or, in the reasonable opinion of the indemnified Party some other actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party, the Indemnified Party determines in good faith that joint representation would not be inappropriate, (iv) the Third-Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, (v) settlement of, an adverse judgment with respect to or the Indemnifying Party’s conduct of the defense of the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to be materially adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) and (vi) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently. The Indemnified Party may retain separate co-counsel at its sole cost and expense and

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participate in the defense of the Third-Party Claim; provided, however, that the Indemnifying Party will pay the reasonable fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third-Party Claim.

(c)	The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of the Indemnified Party from all liabilities arising or relating to, or in connection with, the Third-Party Claim and (iii) involves no finding or admission of any violation of Legal Requirements or the rights of any Person and has no effect on any other claims that may be made against the Indemnified Party.

(d)	If the Indemnifying Party does not deliver the notice contemplated by Section 13.3(b)(i), or the evidence contemplated by Section 13.3(b)(ii), within fifteen days after the Indemnified Party has given notice of the Third-Party Claim, or otherwise at any time fails to conduct the defense of the Third-Party Claim actively and diligently, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third- Party Claim in any manner it may deem appropriate; provided, however, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld or delayed). In the event that the Indemnified Party conducts the defense of the Third- Party Claim pursuant to this Section 13.3(d), the Indemnifying Party will (i) advance the Indemnified Party promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third-Party Claim to the fullest extent provided in this Article 13.

13.4 Exclusive Remedy

ARTICLE 14
GENERAL

14.1 Expenses

14.2 Indemnifications Not Affected by Investigation

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before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.

14.3 Assignment

14.4 Notices

If to the Purchaser:

Newcastle Resources Ltd.
Suite 605 – 475 Howe Street
Vancouver, BC V6C 2B3

Attention:       Brent Petterson
Telephone:     (604) 684-4312
Facsimile:       (604) 689-0046
Email:             brentpetterson@telus.net

With a copy (which will not constitute notice) to:
Clark Wilson LLP
Barristers & Solicitors
Suite 800 – 885 West Georgia Street
Vancouver, BC V6C 3H1

Attention:      Virgil Z. Hlus
Telephone:    (604) 687-5700
Facsimile:       (604) 687-6314
Email:             vzh@cwilson.com

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If to the Accepting Shareholders or to the Target:

583885 B.C. Ltd.
Suite 200 – 455 Granville Street
Vancouver, BC V6C 1T1
Attention:     Matt Wayrynen
Telephone:    604-248-8732
                      604-682-3701
Facsimile:       604-682-3600
Email:             mwayrynen@hotmail.com

With a copy (which will not constitute notice) to:
Borden Ladner Gervais LLP
Suite 1200 – 200 Burrard Street
Vancouver, BC V7X 1T2

Attention:       Warren Learmonth
Telephone:     (604) 687-5744
Facsimile:       (604) 687-1415
Email:             wlearmonth@blgcanada.com

(or to such other address or number as any party may specify by notice in writing to another party).

14.5 Governing Law; Venue

14.6 Severability

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force and effect and no covenant or provision will be deemed dependent upon any other covenant or provision unless so expressed herein.

14.7 Entire Agreement

14.8 Further Assurances

14.9 Enurement

14.10 Amendment

This Agreement may not be amended except by an instrument in writing signed by each of the parties.

14.11 Schedules and Disclosure Statements

The schedules attached, the Target Disclosure Statement and the Purchaser Disclosure Statement provided pursuant to this Agreement are incorporated herein.

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14.12 Counterparts

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the day and year first above written.

583885 B.C. LTD.

Per: _______________________________________
Authorized Signatory

NEWCASTLE RESOURCES LTD.

Per: _______________________________________
Authorized Signatory

SCHEDULE A

SHAREHOLDER INFORMATION

TO BE COMPLETED BY ACCEPTING SHAREHOLDERS
Name	Address	Number of Shares Held	Signature	Number of Consideration Shares to be Received	SSN/SIN/EIN
Dr. Rolf Hoffmann	In den Eschmatten 24 79117 Freiburg, Germany	250,000		250,000
Peter Jensen		250,000		250,000
Matthew J. Wayrynen	5560 Westhaven Road West Vancouver, BC V7W 3E9	250,000		250,000
David Hall		2,400,000		2,400,000
Debra Anne Orange		1,000,000		1,000,000
Dr. David McLean	1246 West 26th Avenue Vancouver, BC V6H 2A9	250,000		250,000
TOTAL:		4,400,000		4,400,000

SCHEDULE B

CERTIFICATE OF NON-U.S. SHAREHOLDER

7. the statutory and regulatory basis for the exemption claimed for the sale of the Consideration Shares, although in technical compliance with Regulation S, would not be available if the

B-2

offering is part of a plan or scheme to evade the registration provisions of the Securities Act or any Applicable Securities Laws;

8. except as set out in the Agreement, the Purchaser has not undertaken, and will have no obligation, to register any of the Consideration Shares under the Securities Act;

13. the undersigned:

	(a)	is knowledgeable of, or has been independently advised as to, the Applicable Securities Laws of the securities regulators having application in the jurisdiction in which the undersigned is resident (the “International Jurisdiction”) which would apply to the acquisition of the Consideration Shares;

	(b)	the undersigned is acquiring the Consideration Shares pursuant to exemptions from prospectus or equivalent requirements under Applicable Securities Laws or, if such is not applicable, the undersigned is permitted to acquire the Consideration Shares under the Applicable Securities Laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;

	(c)	the Applicable Securities Laws of the authorities in the International Jurisdiction do not require the Purchaser to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Consideration Shares; and

	(d)	the acquisition of the Consideration Shares by the undersigned does not trigger:

B-3

	(i)	any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or

	(ii)	any continuous disclosure reporting obligation of the Purchaser in the International Jurisdiction; and

16. except as set out in the Agreement, no Person has made to the undersigned any written or oral representations:

	(a)	that any Person will resell or repurchase any of the Consideration Shares;

	(b)	that any Person will refund the purchase price of any of the Consideration Shares;

	(c)	as to the future price or value of any of the Consideration Shares; or

	(d)	that any of the Consideration Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Consideration Shares on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the Purchaser Shares on the OTC Bulletin Board;

18. neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Consideration Shares;

19. the Consideration Shares are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a Person in the United States;

B-4

20. the undersigned understands and agrees that the Consideration Shares issued to the undersigned will bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”;

“UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.”;

22. if the undersigned is not a resident of British Columbia, the undersigned acknowledges, agrees, represents and warrants that:

	(a)	pursuant to BCI 51-509, a subsequent trade in any of the Consideration Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of Applicable Securities Laws (including the BC Act) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Consideration Shares (or ownership statement issued under a direct registration system or other book entry system) bear the BC Legend;

	(b)	the undersigned is not a resident of British Columbia and undertakes not to trade or resell any of the Consideration Shares in or from British Columbia unless the trade or resale is made in accordance with BCI 51-509. The undersigned understands that others will rely upon the truth and accuracy of the representations and warranties contained in this Certificate and agrees that if such representations and warranties are no longer accurate or have been breached, the undersigned shall immediately notify the Purchaser;

B-5

	(c)	by executing and delivering the Agreement and this Certificate and as a consequence of the representations and warranties made by the undersigned contained in this Certificate, the undersigned will have directed the Purchaser not to include the BC Legend on any certificates representing any of the Consideration Shares to be issued to the undersigned. As a consequence, the undersigned will not be able to rely on the resale provisions of BCI 51-509, and any subsequent trade in any of the Consideration Shares in or from British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and

	(d)	if the undersigned wishes to trade or resell any of the Consideration Shares in or from British Columbia, the undersigned agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Consideration Shares to the Purchaser’s transfer agent or the Purchaser, as applicable, to have the BC Legend imprinted on such certificate or to instruct the Purchaser’s transfer agent to include the BC Legend on any ownership statement issued under a direct registration system or other book entry system; and

IN WITNESS WHEREOF, I have executed this Certificate of Non-U.S. Shareholder.

		Date: _______________________, 2010
Signature

Print Name

Title (if applicable)

Address

SCHEDULE C

CERTIFICATE OF U.S. SHAREHOLDER

______	Category 1	An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Consideration Shares, with total assets in excess of US $5,000,000.

______	Category 2	A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000.

______	Category 3	A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

______	Category 4	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States).

______	Category 5	A director or executive officer of the Target who will continue to be a director or executive officer of the Purchaser after the Closing.

______	Category 6	A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.

______	Category 7	An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories.

C-2

If the undersigned is an entity which initialled Category 7 in reliance upon the Accredited Investor categories above, state the name and address of each equity owner, together with which of Categories 1 to 6 each equity owner falls into (please use an additional page if necessary):

______________________________________________________________________________

6. except as set out in the Agreement, the Purchaser has not undertaken, and will have no obligation, to register any of the Consideration Shares under the Securities Act;

C-3

acquisition of the Consideration Shares under the Agreement have been made available for inspection by the undersigned, the undersigned’s attorney and/or advisor(s);

13. except as set out in the Agreement, no person has made to the undersigned any written or oral representations:

	(a)	that any person will resell or repurchase any of the Consideration Shares;

	(b)	that any person will refund the purchase price of any of the Consideration Shares;

	(c)	as to the future price or value of any of the Consideration Shares; or

	(d)	that any of the Consideration Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Consideration Shares on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Purchaser on the OTC Bulletin Board;

16. neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Consideration Shares;

18. the Consideration Shares issued to the undersigned will bear the following legend:

“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S.

C-4

STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”;

19. the address of the undersigned included herein is the sole address of the undersigned as of the date of this certificate;

20. the undersigned is the beneficial owner of their respective Consideration Shares free and clear of all liens, charges and encumbrances of any kind whatsoever;

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British Columbia will be a distribution subject to the prospectus and registration requirements of the BC Act; and

IN WITNESS WHEREOF, I have executed this Certificate of U.S. Shareholder.

		Date: _______________________, 2010
Signature

Print Name

Title (if applicable)

Address

SCHEDULE D

FORM OF ESCROW AGREEMENT

ESCROW AGREEMENT

THIS AGREEMENT made as of the _______day of _________________, 2010.

AMONG:

NEWCASTLE RESOURCES LTD. , a company incorporated pursuant to the laws of the Province of Ontario and having an address at Suite 605–475 Howe Street, Vancouver, BC V6C 2B3

(“ Newcastle ”)

AND:

CLARK WILSON LLP, a law firm having an office at Suite 800 – 885 West Georgia Street, Vancouver, BC V6C 3H1

(the “ Escrow Agent ”)

AND:

EACH OF THE UNDERSIGNED SHAREHOLDERS OF THE PURCHASER

(collectively the “ Shareholders”, each, a “ Shareholder ”)

WHEREAS:

A. Newcastle and the Shareholders wish to appoint the Escrow Agent to accept, hold and deliver, pursuant to the terms of this Agreement, common shares in the capital of Newcastle (each, a “ Share ”), in the amounts listed opposite each Shareholder’s name in Schedule A attached hereto, in connection with the closing of the Share Exchange Agreement dated October 13, 2010 (the “ Share Exchange Agreement ”) between Newcastle, 583885 B.C. Ltd. and the accepting shareholders of 583885 B.C. Ltd. as set forth in Schedule A to the Share Exchange Agreement; and

B. Pursuant to the terms of the Share Exchange Agreement, the Shareholders have agreed that the Shares will be held by the Escrow Agent and released only in accordance with this Agreement;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:

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ARTICLE 1
INTERPRETATION

1.1	In this Agreement:

	(a)	the headings have been inserted for convenience of reference only and in no way define, limit, or enlarge the scope or meaning of the provisions of this Agreement;

	(b)	all references to any party, whether a party to this Agreement or not, will be read with such changes in number and gender as the context or reference requires; and

	(c)	when the context hereof makes it possible, the word “person” includes in its meaning any firm and any body corporate or politic.

ARTICLE 2
DEPOSIT INTO ESCROW

2.1	The Shareholders and Newcastle will, upon execution of this Agreement and the closing of the Share Exchange Agreement, deliver the Shares and stock powers of attorney, duly endorsed in the form required by the transfer agent of Newcastle (the “Stock Powers”), to the Escrow Agent and the Escrow Agent will hold the Shares and the Stock Powers in escrow subject to the terms and conditions of this Agreement.

2.2	The Shareholders hereby appoint the Escrow Agent as the agent and attorney-in-fact for and on behalf of the Shareholders in respect of the Shares, on the terms and subject to the conditions set forth herein.

ARTICLE 3
ESCROW PROVISIONS

3.1	The Shareholders and Newcastle hereby direct the Escrow Agent to retain the Shares and the Stock Powers and not to cause anything to be done to release the same from escrow except in accordance with this Agreement. The Escrow Agent accepts its responsibilities hereunder and agrees to perform them in accordance with the terms hereof.

3.2	Subject to Section 3.3, unless prohibited by an order of a court of competent jurisdiction, the Escrow Agent will release from escrow and deliver to the Shareholders the number of Shares set out next to each Shareholder’s name in Schedule A attached hereto, in accordance with the release schedule in Schedule B.

3.3	Each of the Shareholders agree that, with the exception of 250,000 of the Escrowed Shares to be released to David Hall upon the closing of the Share Exchange Agreement with simultaneous investment of $1,000,000 into TrichoScience Innovations Inc. (the “Closing”), any Escrowed Shares that are released from escrow in accordance with Section 3.2 prior to the first day of the first fiscal quarter of Newcastle after the one year anniversary of the date of Closing will become subject to the terms of a pooling agreement in the form set out in Schedule C to this Agreement.

3.4	The Escrow Agent will release the Stock Powers to the Shareholders following release of all Shares held in escrow pursuant to Section 3.2.

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3.5	The Escrow Agent is authorized by each of the Shareholders and Newcastle to make the deliveries required by Article 3 of this Agreement.

3.6	If, at any time after the date of this Agreement, Newcastle subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding common shares into a greater number of common shares, any Shares held in escrow immediately prior to such subdivision will be proportionately increased. If, at any time after the date of this Agreement, Newcastle combines (by combination, reverse stock split or otherwise) its outstanding common shares into a smaller number of common shares, any Shares held in escrow immediately prior to such combination will be proportionately decreased. Any adjustment under this Section 3.6 shall become effective at the close of business on the date the subdivision or combination becomes effective.

3.7	With respect to the preparation of this Agreement and the rights and obligations herein, each of the parties to this Agreement acknowledges and agrees that all parties to this Agreement have been advised to seek, and have sought or have otherwise waived, independent legal advice with respect to this Agreement and the documents delivered pursuant hereto.

ARTICLE 4
ESCROW AGENT

4.1	In exercising the rights, duties and obligations prescribed or confirmed by this Agreement, the Escrow Agent will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

4.2	The Shareholders and Newcastle agree from time to time and at all times hereafter well and truly to save, defend and keep harmless and fully indemnify the Escrow Agent, its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Escrow Agent, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason or on account of its acting pursuant to this Agreement or anything in any manner relating thereto or by reason of the Escrow Agent’s compliance in good faith with the terms hereof.

4.3	In case proceedings should hereafter be taken in any court respecting the Shares, the Escrow Agent will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Section 4.2 against its costs of such proceedings.

4.4	The Escrow Agent will have no responsibility in respect of loss of the Shares and the Stock Powers except the duty to exercise such care in the safekeeping thereof as it would exercise if the Shares and the Stock Powers belonged to the Escrow Agent. The Escrow Agent may act on the advice of counsel but will not be responsible for acting or failing to act on the advice of counsel.

4.5	The Escrow Agent will not be bound in any way by any contract between the other parties hereto whether or not it has notice thereof or of its terms and conditions and the only duty, liability and responsibility of the Escrow Agent will be to hold the Shares and the Stock Powers as herein directed and to deliver the same to such persons and other such conditions as are herein set forth. The Escrow Agent will not be required to pass upon the sufficiency of any of the Shares or the Stock Powers or to ascertain whether or not the person or persons who have executed, signed or otherwise issued or authenticated the said documents have authority to so execute, sign or authorize, issue or authenticate the said documents or any of them, or that they are the same persons named therein or otherwise to pass upon any requirement of such instruments that may be

D-4

essential for their validity, but it shall be sufficient for all purposes under this Agreement insofar as the Escrow Agent is concerned that the said documents are deposited with it as herein specified by the parties executing this Agreement with the Escrow Agent.

4.6	In the event that the Shares are attached, garnished or levied upon under any court order, or if the delivery of such property is stayed or enjoined by any court order or if any court order, judgment or decree is made or entered affecting such property or affecting any act by the Escrow Agent, the Escrow Agent will obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of this Agreement to the contrary. If the Escrow Agent obeys and complies with any such writs, orders, judgments or decrees, it will not be liable to any of the parties hereto or to any other person, form or corporation by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated.

4.7	Except as herein otherwise provided, the Escrow Agent is authorized and directed to disregard any and all notices and warnings which may be given to it by any of the parties hereto or by any other person, firm, association or corporation. It will, however obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to comply with and obey such orders, judgments or decrees and in case of such compliance, it shall not be liable by reason thereof to any of the parties hereto or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated.

4.8	If the Escrow Agent receives any valid court order contrary to the instructions contained in this Agreement, the Escrow Agent may continue to hold the Shares until the lawful determination of the issue between the parties hereto.

4.9	If written notice of protest is made by any of the Shareholders and/or Newcastle to the Escrow Agent to any action contemplated by the Escrow Agent under this Agreement, and such notice sets out reasons for such protest, the Escrow Agent may at its sole discretion continue to hold the Shares and the Stock Powers until the right to the documents is legally determined by a court of competent jurisdiction or otherwise.

4.10	The Escrow Agent may resign as Escrow Agent by giving not less than five (5) days’ notice thereof to the Shareholders and Newcastle. The Shareholders and Newcastle may terminate the Escrow Agent by giving not less than five (5) days’ notice to the Escrow Agent. The resignation or termination of the Escrow Agent will be effective and the Escrow Agent will cease to be bound by this Agreement on the date that is five (5) days after the date of receipt of the termination notice given hereunder or on such other date as the Escrow Agent, the Shareholders and Newcastle may agree upon. All indemnities granted to the Escrow Agent herein will survive the termination of this Agreement or the termination or resignation of the Escrow Agent. In the event of termination or resignation of the Escrow Agent for any reason, the Escrow Agent shall, within that five (5) days’ notice period deliver the Shares to the new escrow agent to be named by the Shareholders and Newcastle.

4.11	Notwithstanding anything herein to the contrary, the Escrow Agent may act upon any written instructions given jointly by the Shareholders and Newcastle.

4.12	Notwithstanding anything to the contrary contained herein, in the event of any dispute arising between any of the Shareholders and/or Newcastle, this Agreement or any matters arising thereto, the Escrow Agent may in its sole discretion deliver and interplead the Shares and the Stock

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Powers into court and such delivery and interpleading will be an effective discharge to the Escrow Agent.

ARTICLE 5
FEES

5.1

Newcastle will pay all of the compensation of the Escrow Agent and will reimburse the Escrow Agent for any and all reasonable expenses, disbursements and advances made by the Escrow Agent in the performance of its duties hereunder, including reasonable fees, expenses and disbursements incurred by its counsel.

ARTICLE 6
GENERAL

6.1	Except as herein otherwise provided, no subsequent alteration, amendment, change, or addition to this Agreement will be binding upon the parties hereto unless reduced to writing and signed by the parties.

6.2	This Agreement will enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators and successors.

6.3	The parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as may be necessary to give full effect to the provisions and intent of this Agreement.

6.4	This Agreement will be governed by and construed in accordance with the laws of the State of Nevada and any federal laws applicable therein.

6.5	Any notice required or permitted to be given under this Agreement will be in writing and may be given by delivering, sending by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy, or sending by prepaid registered mail, the notice to the following address:

If to Newcastle:

Newcastle Resources Ltd.
Suite 605 – 475 Howe Street
Vancouver, BC V6C 2B3

Attention:      Brent Petterson
Telephone:    (604) 684-4312
Facsimile:     (604) 689-0046
Email:             brentpetterson@telus.net

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With a copy (which will not constitute notice) to:

Clark Wilson LLP
Barristers & Solicitors
Suite 800 – 885 West Georgia Street
Vancouver, BC V6C 3H1

Attention:      Virgil Z. Hlus
Telephone:   (604) 687-5700
Facsimile:      (604) 687-6314
Email:             vzh@cwilson.com

If to the Escrow Agent:

Clark Wilson LLP
Suite 800 – 885 West Georgia Street
Vancouver, BC V6C 3H1

Attention:      Virgil Z. Hlus
Telephone:    (604) 687-5700
Facsimile:     (604) 687-6314
Email:            vzh@cwilson.com

If to the Shareholders, to the addresses set forth next to their respective names on Schedule A to this Agreement,

(or to such other address as any party may specify by notice in writing to another party). Any notice delivered or sent by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy on a business day will be deemed conclusively to have been effectively given on the day the notice was delivered, or the electronic communication was successfully transmitted, as the case may be. Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively given on the third business day after posting; but if at the time of posting or between the time of posting and the third business day thereafter there is a strike, lockout, or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.

6.6	Time is of the essence of this Agreement.

6.7	It is understood and agreed by the parties to this Agreement that the only duties and obligations of the Escrow Agent are those specifically stated herein and no other.

6.8	This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.

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IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of the day and year first written above.

NEWCASTLE RESOURCES LTD.

Per: _______________________________________
Authorized Signatory

CLARK WILSON LLP

Per: _______________________________________
Authorized Signatory

SIGNED, SEALED and DELIVERED by	)
DAVID HALL in the presence of:	)
	)
	)
Signature	)
	)
Print Name	)
	)	DAVID HALL
Address	)
	)
	)
	)
Occupation	)

SIGNED, SEALED and DELIVERED by	)
DEBRA ANNE ORANGE in the presence of:	)
	)
	)
Signature	)
	)
Print Name	)	DEBRA ANNE ORANGE
	)
Address	)
	)
	)
	)
Occupation	)

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SCHEDULE A

Name of Shareholder	Address	Number of Shares Deposited Into Escrow
David Hall		2,400,000
Debra Anne Orange		1,000,000
TOTAL:		3,400,000

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SCHEDULE B

Release Schedule

Escrow Release Milestone	Percentage of Total Escrowed Shares to be Released	Number of Total Escrowed Shares to be Released	Number of Escrowed Shares of David Hall to be Released	Number of Escrowed Shares of Debra Anne Orange to be Released
Closing of Share Exchange Agreement, with simultaneous investment of $1,000,000 into TrichoScience Innovations Inc. (“TrichoScience”)	14.7%	500,000	352,941	147,059
Closing of a $1,000,000 financing by Newcastle within six (6) months of the closing of the Share Exchange Agreement	5.1%	175,000	123,529	51,471
Closing of a $1,000,000 financing within (12) months of the closing of the Share Exchange Agreement	5.1%	175,000	123,529	51,471
Closing of financing in the aggregate of greater than $4,000,000 by Newcastle	14.7%	500,000	352,941	147,059
Commencement by TrichoScience of clinical safety trials in Georgia	10.3%	350,000	247,059	102,941
Commencement by TrichoScience of Phase 2 clinical trial in Canada	14.7%	500,000	352,941	147,059
Commencement by TrichoScience of Phase 2 clinical trials in Europe	11.8%	400,000	282,353	117,647
Commencement by TrichoScience of Phase 1 clinical trials in USA	11.8%	400,000	282,353	117,647
Receipt of regulatory approval or commencement of commercial sale worldwide by TrichoScience ⁽¹⁾	11.8%	400,000	282,353	117,647
TOTAL:	100.0%	3,400,000	2,400,000	882,000

Footnotes:

(1) If this milestone is met, all of the Escrowed Shares of David Hall and Debra Anne Orange will be released from escrow, notwithstanding that some or all of the milestones set forth above have not been met.

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SCHEDULE C

FORM OF VOLUNTARY POOLING AGREEMENT

THIS AGREEMENT dated for reference the ______day of _________________, 2010.

AMONG:

NEWCASTLE RESOURCES LTD. , a company incorporated pursuant to the laws of the Province of Ontario and having an address at Suite 605–475 Howe Street, Vancouver, BC V6C 2B3

(the “Issuer”)

AND:

The undersigned shareholders of the Issuer, being all of those shareholders who have signed Schedule A attached hereto

(collectively, the “Undersigned”)

AND:

CLARK WILSON LLP, of Suite 800 – 885 West Georgia Street, Vancouver, British Columbia V6C 3H1

(the “Trustee”)

WHEREAS:

B. In concurrence with the closing of the Exchange Agreement, the Undersigned have agreed to pool the Pooling Shares, based upon and subject to the terms and conditions of this Agreement.

1. In this Agreement:

(a)

“Agreement” means this voluntary pooling agreement and any schedules or other documents attached hereto, as it may from time to time be supplemented or amended;

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	(b)	“Closing Date” shall mean the date under which the contemplated transactions underlying the Exchange Agreement have been consummated in accordance with the terms of the Exchange Agreement;

	(c)	“Exchange” shall mean any internationally recognized stock exchange or stock quotation system;

	(d)	“Pooling Shares” has the meaning set forth in Recital A to this Agreement; and

	(e)	“Regulators” shall mean the United States Securities and Exchange Commission, the British Columbia Securities Commission and/or any other regulatory body which governs and/or may come to govern the public listing or quotation of the common shares of the Issuer.

2.	The parties acknowledge that the Pooling Shares are not being pooled in the manner set forth herein pursuant to a requirement of any Regulators or any Exchange.

3.	The Undersigned hereby severally agree each with the other and with the Trustee that they will respectively deliver or cause to be delivered to the Trustee, certificates for such number of the Pooling Shares as is specified opposite their respective names in Schedule “A” hereto, which Pooling Shares are to be held by the Trustee and released, subject to this Section 3, proportionately to the Undersigned in accordance with their holdings of such Pooling Shares on the following basis:

	(a)	15% of the Pooling Shares on the first day of the Issuer’s first fiscal quarter beginning after the one year anniversary of the Closing Date (the “First Quarter”); and

	(b)	15% of the Pooling Shares on the first day of each of the Issuer’s next five (5) fiscal quarters after the First Quarter; and

	(c)	10% of the Pooling Shares on the first day of each of the Issuer’s sixth fiscal quarter after the First Quarter.

4.	Each of the Undersigned shall be entitled from time to time to a letter or receipt from the Trustee stating the number of Pooling Shares represented by certificates held for him by the Trustee subject to the terms of this Agreement, but such letter or receipt shall not be assignable.

5.	The Undersigned shall not sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever, any of their respective Pooling Shares or beneficial ownership of or any interest in their respective Pooling Shares and the Trustee shall not accept or acknowledge any transfer, assignment, declaration of trust or any other document evidencing a change in legal and beneficial ownership of or interest in the Pooling Shares, except as may be required by reason of the death or bankruptcy of any one or more of the Undersigned, in which case the Trustee shall hold the certificates for the Pooling Shares of such Undersigned subject to this Agreement for whatever person or persons, firm or corporation may thus become legally entitled thereto.

6.	If, during the period in which any of the Pooling Shares are retained in trust pursuant hereto, any dividend other than a dividend paid in common shares of the Issuer is received by the Trustee in respect of the Pooling Shares, such dividend shall be paid or transferred forthwith to the

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Undersigned entitled thereto. Any common shares of the Issuer received by way of dividend in respect of the Pooling Shares shall be dealt with as if they were shares hereunder.

7.	In exercising the rights, duties and obligations prescribed or confirmed by this Agreement, the Trustee will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

8.	The Undersigned and the Issuer agree from time to time and at all times hereafter well and truly to save, defend and keep harmless and fully indemnify the Trustee, its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Trustee, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason or on account of its acting pursuant to this Agreement or anything in any manner relating thereto or by reason of the Trustee’s compliance in good faith with the terms hereof.

9.	In case proceedings should hereafter be taken in any court respecting the Pooling Shares, the Trustee will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Section 4.2 against its costs of such proceedings.

10.	The Trustee will have no responsibility in respect of loss of the certificates representing the Pooling Shares except the duty to exercise such care in the safekeeping thereof as it would exercise if the Pooling Shares belonged to the Trustee. The Trustee may act on the advice of counsel but will not be responsible for acting or failing to act on the advice of counsel.

11.	In the event that the Pooling Shares are attached, garnished or levied upon under any court order, or if the delivery of such property is stayed or enjoined by any court order or if any court order, judgment or decree is made or entered affecting such property or affecting any act by the Trustee, the Trustee will obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of this Agreement to the contrary. If the Trustee obeys and complies with any such writs, orders, judgments or decrees, it will not be liable to any of the parties hereto or to any other person, form or corporation by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated.

12.	Except as herein otherwise provided, the Trustee is authorized and directed to disregard any and all notices and warnings which may be given to it by any of the parties hereto or by any other person, firm, association or corporation. It will, however, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to comply with and obey such orders, judgments or decrees and in case of such compliance, it shall not be liable by reason thereof to any of the parties hereto or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated.

13.	If the Trustee receives any valid court order contrary to the instructions contained in this Agreement, the Trustee may continue to hold the Pooling Shares until the lawful determination of the issue between the parties hereto.

14.	If written notice of protest is made by any of the Undersigned and/or the Issuer to the Trustee to any action contemplated by the Trustee under this Agreement, and such notice sets out reasons

D-13

for such protest, the Trustee may, at its sole discretion, continue to hold the Pooling Shares until the right to the documents is legally determined by a court of competent jurisdiction or otherwise.

15.	The Trustee may resign as Trustee by giving not less than five (5) days’ notice thereof to the Undersigned and the Issuer. The Undersigned and the Issuer may terminate the Trustee by giving not less than five (5) days’ notice to the Trustee. The resignation or termination of the Trustee will be effective and the Trustee will cease to be bound by this Agreement on the date that is five (5) days after the date of receipt of the termination notice given hereunder or on such other date as the Trustee, the Undersigned and the Issuer may agree upon. All indemnities granted to the Trustee herein will survive the termination of this Agreement or the termination or resignation of the Trustee. In the event of termination or resignation of the Trustee for any reason, the Trustee shall, within that five (5) days’ notice period deliver the Pooling Shares to the new trustee to be named by the Undersigned and the Issuer.

16.	Notwithstanding anything to the contrary contained herein, in the event of any dispute arising between any of the Undersigned and/or the Issuer, this Agreement or any matters arising thereto, the Trustee may, in its sole discretion, deliver and interplead the Pooling Shares into court and such delivery and interpleading will be an effective discharge to the Trustee.

17.	The Issuer will pay all of the compensation of the Trustee and will reimburse the Trustee for any and all reasonable expenses, disbursements and advances made by the Trustee in the performance of its duties hereunder, including reasonable fees, expenses and disbursements incurred by its counsel.

18.	This Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their heirs, executors, administrators, successors and permitted assigns.

19.	This Agreement may be executed in several parts in the same form and such part as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.

20.	The parties hereto agree that in consideration of the Trustee agreeing to act as Trustee as aforesaid, the Undersigned do hereby covenant and agree from time to time and at all times hereafter well and truly to save, defend, and keep harmless and fully indemnify the Trustee, its successors and assigns, from and against all loss, costs, charges, damages and expenses which the Trustee, its successors or assigns, may at any time or times hereafter bear, sustain, suffer or be put to for or by reason or on account of its acting as Trustee pursuant to this Agreement.

21.	This Agreement will be governed by and construed in accordance with the law of British Columbia.

22.	It is further agreed by and between the parties hereto and, without restricting the foregoing indemnity, that in case proceedings should hereafter be taken in any Court respecting the shares hereby pooled, the Trustee shall not be obliged to defend any such action or submit its rights to the Court until it shall have been indemnified by other good and sufficient security in addition to the indemnity hereinbefore given against costs of such proceedings.

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CLARK WILSON LLP

Per: _______________________________________
Authorized Signatory

NEWCASTLE RESOURCES LTD.

Per: _______________________________________
Authorized Signatory

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SCHEDULE A

SHAREHOLDER INFORMATION

Name of Shareholder	Address	Number of Shares	Signature of Shareholder
Dr. Jerry Shapiro	222 Montroyal Blvd. North Vancouver, BC V7N4J5	1,680,000
Dr. Harvey Lui	3450 Trafalgar Street Vancouver, BC V6L 2L8	640,000
Dr. David McLean	1246 West 26th Avenue Vancouver, BC V6H 2A9	640,000
Dr. Rolf Hoffmann	In den Eschmatten 24 79117 Freiburg, Germany	1,840,000
Dr. Kevin McElwee	504 – 1355 West 14th Avenue Vancouver, BC V6H 1R2	1,680,000
Matthew Wayrynen	5560 Westhaven Road West Vancouver, BC V7W 3E9	1,520,000
Shaun Durand Wilson	1651 Dempsey Road North Vancouver, BC V7K 1T2	100,000
Robert M. Rusko	1455 McRae Avenue Vancouver, BC V6H 1V1	100,000
Lorenzo Caprilli	502 – 1155 Mainland Street Vancouver, BC V6B 5P2	15,000
Christine Beynon	2267 Burquitlam Drive Vancouver, BC V5P 2P3	10,000
Erik R. Niemi	4627 Hoskins Road North Vancouver, BC V7K 2R2	10,000

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Name of Shareholder	Address	Number of Shares	Signature of Shareholder
Imad Abu Jebara	1255 Seymour Street Vancouver, BC V6B 0H1	5,000
Victoria Freer	325 – 15268 105th Avenue Surrey, BC	4,000
Anand Patel	3393 West 30th Avenue Vancouver, BC V6S 1W3	250,000
Franz Harpain and Sachie Harpain, joint holders	3393 West 30th Avenue Vancouver, BC V6S 1W3	25,000
Donald I. McKinnon	1647 Draycott Road North Vancouver, BC V7J 1W3	40,000
Kelly McKinnon	2646 West 3rd Avenue Vancouver, BC V6K 1M1	30,000
Michael Takemori	415 Lakeview Street Coquitlam, BC V3K 5K7	10,000
John Kordyback	139 Coleridge Road, NW Calgary, AB T2K 1X5	25,000
Tom Kordyback	501 – 1255 Broughton Street Vancouver, BC V6G 2B4	40,000
Michael Kordyback	303 – 1255 Broughton Street Vancouver, BC V6G 2B4	5,000
Kathryn Helsey- Brandt	303 – 1255 Broughton Street Vancouver, BC V6G 2V4	5,000
Dawn Johnstone	501 – 1255 Broughton Street Vancouver, BC V6G 2B4	25,000
058907 NB Ltd.	1351 Mountain Road Moncton, NB E1C 2T9	21,000

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Name of Shareholder	Address	Number of Shares	Signature of Shareholder
Ramona Vorberg	960 Esquimalt Avenue West Vancouver, BC V7T 1J8	50,000
Scott Gifford	24229 8th Avenue Langley, BC V2Z 2Z1	5,000
Dennis Kwun Kit Ng	Unit 36 – 4711 Blair Drive Richmond, BC V6X 4E6	5,000
Matthew Downey	4839 6th Avenue Delta, BC V4M 1L2	10,000
Terry Dove	101 – 2040 Barclay Street Vancouver, BC V6G 1L5	20,000
Kathleen Duborg	201 – 2240 Wall Street Vancouver, BC V5L 1B6	10,000
Robert Moniz	895 Scenic Drive Hamilton, ON L9C 1H7	20,000
Vincent Kordyback	3820 West 11th Vancouver, BC V6R 2K9	106,000
Anne Kordyback	3820 West 11th Vancouver, BC V6R 2K9	106,300
Bryan Hodson	4267 Golf Drive North Vancouver, BC V7G 2A2	60,000
Patrick Kordyback	9980 Gowland Point Road Pender Island, BC V0N 2M3	15,000
Cecilia Suh	9980 Gowland Point Road Pender Island, BC V0N 2M3	15,000
Francesco Max Chieffallo		5,000

D-18

Name of Shareholder	Address	Number of Shares	Signature of Shareholder
Canaccord Genuity Corp. ITF Max Chieffallo Acct. #19C – 711V-1		5,000
Canaccord Genuity Corp. ITF James Lynch Acct. #191- 866V-1		2,500
Berkeley Resources Inc.		200,000
Alberto Moscona		20,000
Dr. Bruce Allen		10,000
TOTAL:		9,384,800

ESCROW AGREEMENT

THIS AGREEMENT made as of the 22nd day of December, 2010.

AMONG:

	NEWCASTLE RESOURCES LTD. , a company incorporated pursuant
	to the laws of the Province of Ontario and having an address at Suite
	605–475 Howe Street, Vancouver, BC V6C 2B3

	(“ Newcastle ”)
AND:

	CLARK WILSON LLP, a law firm having an office at Suite 800 – 885
	West Georgia Street, Vancouver, BC V6C 3H1

	(the “ Escrow Agent ”)
AND:
	EACH OF THE UNDERSIGNED SHAREHOLDERS OF THE
	PURCHASER

	(collectively the “ Shareholders”, each, a “ Shareholder ”)

WHEREAS:

B. Pursuant to the terms of the Share Exchange Agreement, the Shareholders have agreed that the Shares will be held by the Escrow Agent and released only in accordance with this Agreement;

ARTICLE 1
INTERPRETATION

1.1 In this Agreement:

(a)

the headings have been inserted for convenience of reference only and in no way define, limit, or enlarge the scope or meaning of the provisions of this Agreement;

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	(b)	all references to any party, whether a party to this Agreement or not, will be read with such changes in number and gender as the context or reference requires; and

	(c)	when the context hereof makes it possible, the word “person” includes in its meaning any firm and any body corporate or politic.

ARTICLE 2
DEPOSIT INTO ESCROW

2.1	The Shareholders and Newcastle will, upon execution of this Agreement and the closing of the Share Exchange Agreement, deliver the Shares and stock powers of attorney, duly endorsed in the form required by the transfer agent of Newcastle (the “ Stock Powers ”), to the Escrow Agent and the Escrow Agent will hold the Shares and the Stock Powers in escrow subject to the terms and conditions of this Agreement.

2.2	The Shareholders hereby appoint the Escrow Agent as the agent and attorney-in-fact for and on behalf of the Shareholders in respect of the Shares, on the terms and subject to the conditions set forth herein.

ARTICLE 3
ESCROW PROVISIONS

3.1	The Shareholders and Newcastle hereby direct the Escrow Agent to retain the Shares and the Stock Powers and not to cause anything to be done to release the same from escrow except in accordance with this Agreement. The Escrow Agent accepts its responsibilities hereunder and agrees to perform them in accordance with the terms hereof.

3.2	Subject to Section 3.3, unless prohibited by an order of a court of competent jurisdiction, the Escrow Agent will release from escrow and deliver to the Shareholders the number of Shares set out next to each Shareholder’s name in Schedule A attached hereto, in accordance with the release schedule in Schedule B.

3.3	Each of the Shareholders agree that, with the exception of 250,000 of the Escrowed Shares to be released to David Hall upon the closing of the Share Exchange Agreement with simultaneous investment of $1,000,000 into TrichoScience Innovations Inc. (the “Closing”), any Escrowed Shares that are released from escrow in accordance with Section 3.2 prior to the first day of the first fiscal quarter of Newcastle after the one year anniversary of the date of Closing will become subject to the terms of a pooling agreement in the form set out in Schedule C to this Agreement.

3.4	The Escrow Agent will release the Stock Powers to the Shareholders following release of all Shares held in escrow pursuant to Section 3.2.

3.5	The Escrow Agent is authorized by each of the Shareholders and Newcastle to make the deliveries required by Article 3 of this Agreement.

3.6	If, at any time after the date of this Agreement, Newcastle subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding common shares into a greater number of common shares, any Shares held in escrow immediately prior to such subdivision will be proportionately increased. If, at any time after the date of this Agreement, Newcastle combines (by combination, reverse stock split or otherwise) its outstanding common shares into a smaller number of common shares, any Shares held in escrow immediately prior to such combination will be proportionately decreased. Any adjustment under this Section 3.6 shall become effective at the close of business on the date the subdivision or combination becomes effective.

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3.7

With respect to the preparation of this Agreement and the rights and obligations herein, each of the parties to this Agreement acknowledges and agrees that all parties to this Agreement have been advised to seek, and have sought or have otherwise waived, independent legal advice with respect to this Agreement and the documents delivered pursuant hereto.

ARTICLE 4
ESCROW AGENT

4.1	In exercising the rights, duties and obligations prescribed or confirmed by this Agreement, the Escrow Agent will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

4.2	The Shareholders and Newcastle agree from time to time and at all times hereafter well and truly to save, defend and keep harmless and fully indemnify the Escrow Agent, its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Escrow Agent, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason or on account of its acting pursuant to this Agreement or anything in any manner relating thereto or by reason of the Escrow Agent’s compliance in good faith with the terms hereof.

4.3	In case proceedings should hereafter be taken in any court respecting the Shares, the Escrow Agent will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Section 4.2 against its costs of such proceedings.

4.4	The Escrow Agent will have no responsibility in respect of loss of the Shares and the Stock Powers except the duty to exercise such care in the safekeeping thereof as it would exercise if the Shares and the Stock Powers belonged to the Escrow Agent. The Escrow Agent may act on the advice of counsel but will not be responsible for acting or failing to act on the advice of counsel.

4.5	The Escrow Agent will not be bound in any way by any contract between the other parties hereto whether or not it has notice thereof or of its terms and conditions and the only duty, liability and responsibility of the Escrow Agent will be to hold the Shares and the Stock Powers as herein directed and to deliver the same to such persons and other such conditions as are herein set forth. The Escrow Agent will not be required to pass upon the sufficiency of any of the Shares or the Stock Powers or to ascertain whether or not the person or persons who have executed, signed or otherwise issued or authenticated the said documents have authority to so execute, sign or authorize, issue or authenticate the said documents or any of them, or that they are the same persons named therein or otherwise to pass upon any requirement of such instruments that may be essential for their validity, but it shall be sufficient for all purposes under this Agreement insofar as the Escrow Agent is concerned that the said documents are deposited with it as herein specified by the parties executing this Agreement with the Escrow Agent.

4.6	In the event that the Shares are attached, garnished or levied upon under any court order, or if the delivery of such property is stayed or enjoined by any court order or if any court order, judgment or decree is made or entered affecting such property or affecting any act by the Escrow Agent, the Escrow Agent will obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of this Agreement to the contrary. If the Escrow Agent obeys and complies with any such writs, orders, judgments or decrees, it will not be liable to any of the parties hereto or to any other person, form or corporation by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated.

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4.7	Except as herein otherwise provided, the Escrow Agent is authorized and directed to disregard any and all notices and warnings which may be given to it by any of the parties hereto or by any other person, firm, association or corporation. It will, however obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to comply with and obey such orders, judgments or decrees and in case of such compliance, it shall not be liable by reason thereof to any of the parties hereto or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated.

4.8	If the Escrow Agent receives any valid court order contrary to the instructions contained in this Agreement, the Escrow Agent may continue to hold the Shares until the lawful determination of the issue between the parties hereto.

4.9	If written notice of protest is made by any of the Shareholders and/or Newcastle to the Escrow Agent to any action contemplated by the Escrow Agent under this Agreement, and such notice sets out reasons for such protest, the Escrow Agent may at its sole discretion continue to hold the Shares and the Stock Powers until the right to the documents is legally determined by a court of competent jurisdiction or otherwise.

4.10	The Escrow Agent may resign as Escrow Agent by giving not less than five (5) days’ notice thereof to the Shareholders and Newcastle. The Shareholders and Newcastle may terminate the Escrow Agent by giving not less than five (5) days’ notice to the Escrow Agent. The resignation or termination of the Escrow Agent will be effective and the Escrow Agent will cease to be bound by this Agreement on the date that is five (5) days after the date of receipt of the termination notice given hereunder or on such other date as the Escrow Agent, the Shareholders and Newcastle may agree upon. All indemnities granted to the Escrow Agent herein will survive the termination of this Agreement or the termination or resignation of the Escrow Agent. In the event of termination or resignation of the Escrow Agent for any reason, the Escrow Agent shall, within that five (5) days’ notice period deliver the Shares to the new escrow agent to be named by the Shareholders and Newcastle.

4.11	Notwithstanding anything herein to the contrary, the Escrow Agent may act upon any written instructions given jointly by the Shareholders and Newcastle.

4.12	Notwithstanding anything to the contrary contained herein, in the event of any dispute arising between any of the Shareholders and/or Newcastle, this Agreement or any matters arising thereto, the Escrow Agent may in its sole discretion deliver and interplead the Shares and the Stock Powers into court and such delivery and interpleading will be an effective discharge to the Escrow Agent.

ARTICLE 5
FEES

5.1

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ARTICLE 6
GENERAL

6.1	Except as herein otherwise provided, no subsequent alteration, amendment, change, or addition to this Agreement will be binding upon the parties hereto unless reduced to writing and signed by the parties.

6.2	This Agreement will enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators and successors.

6.3	The parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as may be necessary to give full effect to the provisions and intent of this Agreement.

6.4	This Agreement will be governed by and construed in accordance with the laws of the State of Nevada and any federal laws applicable therein.

6.5	Any notice required or permitted to be given under this Agreement will be in writing and may be given by delivering, sending by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy, or sending by prepaid registered mail, the notice to the following address:

If to Newcastle:

Newcastle Resources Ltd. Suite 605 – 475 Howe Street Vancouver, BC V6C 2B3

	Attention: Brent Petterson
	Telephone: (604) 684-4312
	Facsimile: (604) 689-0046
	Email: brentpetterson@telus.net

With a copy (which will not constitute notice) to:

Clark Wilson LLP
Barristers & Solicitors
Suite 800 – 885 West Georgia Street
Vancouver, BC V6C 3H1

	Attention: Virgil Z. Hlus
	Telephone: (604) 687-5700
	Facsimile: (604) 687-6314
	Email: vzh@cwilson.com

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If to the Escrow Agent:

Clark Wilson LLP
Suite 800 – 885 West Georgia Street
Vancouver, BC V6C 3H1

	Attention: Virgil Z. Hlus
	Telephone: (604) 687-5700
	Facsimile: (604) 687-6314
	Email: vzh@cwilson.com

If to the Shareholders, to the addresses set forth next to their respective names on Schedule A to this Agreement,

6.6	Time is of the essence of this Agreement.

6.7	It is understood and agreed by the parties to this Agreement that the only duties and obligations of the Escrow Agent are those specifically stated herein and no other.

6.8	This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of the day and year first written above.

NEWCASTLE RESOURCES LTD.

Per: /s/ Brent Petterson
Authorized Signatory

CLARK WILSON LLP

Per: /s/ Clark Wilson LLP
Authorized Signatory

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SIGNED, SEALED and DELIVERED by		)
DAVID HALL in the presence of:		)
		)
		)
Signature		)
		)
Print Name		) /s/ David Hall
		) DAVID HALL
Address		)
		)
		)
		)
Occupation		)

SIGNED, SEALED and DELIVERED by		)
DEBRA ANNE ORANGE in the presence of:		)
		)
		)
Signature		)
		) /s/ Deborah Anne Orange
Print Name		) DEBORAH ANNE ORANGE
		)
Address		)
		)
		)
		)
Occupation		)

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SCHEDULE A

Name of Shareholder	Address	Number of Shares Deposited Into Escrow
David Hall		2,400,000
Deborah Anne Orange		1,000,000
TOTAL:		3,400,000

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SCHEDULE B

Release Schedule

Escrow Release Milestone	Percentage of Total Escrowed Shares to be Released	Number of Total Escrowed Shares to be Released	Number of Escrowed Shares of David Hall to be Released	Number of Escrowed Shares of Debra Anne Orange to be Released
Closing of Share Exchange Agreement, with simultaneous investment of $1,000,000 into TrichoScience Innovations Inc. (“TrichoScience”)	14.7%	500,000	352,941	147,059
Closing of a $1,000,000 financing by Newcastle within six (6) months of the closing of the Share Exchange Agreement	5.1%	175,000	123,529	51,471
Closing of a $1,000,000 financing within (12) months of the closing of the Share Exchange Agreement	5.1%	175,000	123,529	51,471
Closing of financing in the aggregate of greater than $4,000,000 by Newcastle	14.7%	500,000	352,941	147,059
Commencement by TrichoScience of clinical safety trials in Georgia	10.3%	350,000	247,059	102,941
Commencement by TrichoScience of Phase 2 clinical trial in Canada	14.7%	500,000	352,941	147,059
Commencement by TrichoScience of Phase 2 clinical trials in Europe	11.8%	400,000	282,353	117,647
Commencement by TrichoScience of Phase 1 clinical trials in USA	11.8%	400,000	282,353	117,647
Receipt of regulatory approval or commencement of commercial sale worldwide by TrichoScience ⁽¹⁾	11.8%	400,000	282,353	117,647
TOTAL:	100.0%	3,400,000	2,400,000	882,000

Footnotes:

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SCHEDULE C

FORM OF VOLUNTARY POOLING AGREEMENT

THIS AGREEMENT dated for reference the ______day of _________________, 2010.

AMONG:
	NEWCASTLE RESOURCES LTD. , a company incorporated pursuant
	to the laws of the Province of Ontario and having an address at Suite
	605–475 Howe Street, Vancouver, BC V6C 2B3

	(the “Issuer”)
AND:
	The undersigned shareholders of the Issuer, being all of those
	shareholders who have signed Schedule A attached hereto

	(collectively, the “Undersigned”)
AND:
	CLARK WILSON LLP, of Suite 800 – 885 West Georgia Street,
	Vancouver, British Columbia V6C 3H1

	(the “Trustee”)

WHEREAS:

C. Pursuant to the terms of a share exchange agreement (the “Exchange Agreement”) dated October 13, 2010 among the Issuer, TrichoScience Innovations Inc. and the Undersigned, the Undersigned will acquire and hold common shares of the Issuer (the “ Pooling Shares”), as specified in Schedule A attached hereto; and

D. In concurrence with the closing of the Exchange Agreement, the Undersigned have agreed to pool the Pooling Shares, based upon and subject to the terms and conditions of this Agreement.

1.	In this Agreement:

	(a)	“Agreement” means this voluntary pooling agreement and any schedules or other documents attached hereto, as it may from time to time be supplemented or amended;

	(b)	“Closing Date” shall mean the date under which the contemplated transactions underlying the Exchange Agreement have been consummated in accordance with the terms of the Exchange Agreement;

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	(c)	“Exchange” shall mean any internationally recognized stock exchange or stock quotation system;

	(d)	“Pooling Shares” has the meaning set forth in Recital A to this Agreement; and

	(e)	“Regulators” shall mean the United States Securities and Exchange Commission, the British Columbia Securities Commission and/or any other regulatory body which governs and/or may come to govern the public listing or quotation of the common shares of the Issuer.

2.	The parties acknowledge that the Pooling Shares are not being pooled in the manner set forth herein pursuant to a requirement of any Regulators or any Exchange.

3.	The Undersigned hereby severally agree each with the other and with the Trustee that they will respectively deliver or cause to be delivered to the Trustee, certificates for such number of the Pooling Shares as is specified opposite their respective names in Schedule “A” hereto, which Pooling Shares are to be held by the Trustee and released, subject to this Section 3, proportionately to the Undersigned in accordance with their holdings of such Pooling Shares on the following basis:

	(a)	15% of the Pooling Shares on the first day of the Issuer’s first fiscal quarter beginning after the one year anniversary of the Closing Date (the “First Quarter”); and

	(b)	15% of the Pooling Shares on the first day of each of the Issuer’s next five (5) fiscal quarters after the First Quarter; and

	(c)	10% of the Pooling Shares on the first day of each of the Issuer’s sixth fiscal quarter after the First Quarter.

4.	Each of the Undersigned shall be entitled from time to time to a letter or receipt from the Trustee stating the number of Pooling Shares represented by certificates held for him by the Trustee subject to the terms of this Agreement, but such letter or receipt shall not be assignable.

5.	The Undersigned shall not sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever, any of their respective Pooling Shares or beneficial ownership of or any interest in their respective Pooling Shares and the Trustee shall not accept or acknowledge any transfer, assignment, declaration of trust or any other document evidencing a change in legal and beneficial ownership of or interest in the Pooling Shares, except as may be required by reason of the death or bankruptcy of any one or more of the Undersigned, in which case the Trustee shall hold the certificates for the Pooling Shares of such Undersigned subject to this Agreement for whatever person or persons, firm or corporation may thus become legally entitled thereto.

6.	If, during the period in which any of the Pooling Shares are retained in trust pursuant hereto, any dividend other than a dividend paid in common shares of the Issuer is received by the Trustee in respect of the Pooling Shares, such dividend shall be paid or transferred forthwith to the Undersigned entitled thereto. Any common shares of the Issuer received by way of dividend in respect of the Pooling Shares shall be dealt with as if they were shares hereunder.

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7.	In exercising the rights, duties and obligations prescribed or confirmed by this Agreement, the Trustee will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

8.	The Undersigned and the Issuer agree from time to time and at all times hereafter well and truly to save, defend and keep harmless and fully indemnify the Trustee, its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Trustee, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason or on account of its acting pursuant to this Agreement or anything in any manner relating thereto or by reason of the Trustee’s compliance in good faith with the terms hereof.

9.	In case proceedings should hereafter be taken in any court respecting the Pooling Shares, the Trustee will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Section 4.2 against its costs of such proceedings.

10.	The Trustee will have no responsibility in respect of loss of the certificates representing the Pooling Shares except the duty to exercise such care in the safekeeping thereof as it would exercise if the Pooling Shares belonged to the Trustee. The Trustee may act on the advice of counsel but will not be responsible for acting or failing to act on the advice of counsel.

11.	In the event that the Pooling Shares are attached, garnished or levied upon under any court order, or if the delivery of such property is stayed or enjoined by any court order or if any court order, judgment or decree is made or entered affecting such property or affecting any act by the Trustee, the Trustee will obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of this Agreement to the contrary. If the Trustee obeys and complies with any such writs, orders, judgments or decrees, it will not be liable to any of the parties hereto or to any other person, form or corporation by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated.

12.	Except as herein otherwise provided, the Trustee is authorized and directed to disregard any and all notices and warnings which may be given to it by any of the parties hereto or by any other person, firm, association or corporation. It will, however, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to comply with and obey such orders, judgments or decrees and in case of such compliance, it shall not be liable by reason thereof to any of the parties hereto or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated.

13.	If the Trustee receives any valid court order contrary to the instructions contained in this Agreement, the Trustee may continue to hold the Pooling Shares until the lawful determination of the issue between the parties hereto.

14.	If written notice of protest is made by any of the Undersigned and/or the Issuer to the Trustee to any action contemplated by the Trustee under this Agreement, and such notice sets out reasons for such protest, the Trustee may, at its sole discretion, continue to hold the Pooling Shares until the right to the documents is legally determined by a court of competent jurisdiction or otherwise.

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15.	The Trustee may resign as Trustee by giving not less than five (5) days’ notice thereof to the Undersigned and the Issuer. The Undersigned and the Issuer may terminate the Trustee by giving not less than five (5) days’ notice to the Trustee. The resignation or termination of the Trustee will be effective and the Trustee will cease to be bound by this Agreement on the date that is five (5) days after the date of receipt of the termination notice given hereunder or on such other date as the Trustee, the Undersigned and the Issuer may agree upon. All indemnities granted to the Trustee herein will survive the termination of this Agreement or the termination or resignation of the Trustee. In the event of termination or resignation of the Trustee for any reason, the Trustee shall, within that five (5) days’ notice period deliver the Pooling Shares to the new trustee to be named by the Undersigned and the Issuer.

16.	Notwithstanding anything to the contrary contained herein, in the event of any dispute arising between any of the Undersigned and/or the Issuer, this Agreement or any matters arising thereto, the Trustee may, in its sole discretion, deliver and interplead the Pooling Shares into court and such delivery and interpleading will be an effective discharge to the Trustee.

17.	The Issuer will pay all of the compensation of the Trustee and will reimburse the Trustee for any and all reasonable expenses, disbursements and advances made by the Trustee in the performance of its duties hereunder, including reasonable fees, expenses and disbursements incurred by its counsel.

18.	This Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their heirs, executors, administrators, successors and permitted assigns.

19.	This Agreement may be executed in several parts in the same form and such part as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.

20.	The parties hereto agree that in consideration of the Trustee agreeing to act as Trustee as aforesaid, the Undersigned do hereby covenant and agree from time to time and at all times hereafter well and truly to save, defend, and keep harmless and fully indemnify the Trustee, its successors and assigns, from and against all loss, costs, charges, damages and expenses which the Trustee, its successors or assigns, may at any time or times hereafter bear, sustain, suffer or be put to for or by reason or on account of its acting as Trustee pursuant to this Agreement.

21.	This Agreement will be governed by and construed in accordance with the law of British Columbia.

22.	It is further agreed by and between the parties hereto and, without restricting the foregoing indemnity, that in case proceedings should hereafter be taken in any Court respecting the shares hereby pooled, the Trustee shall not be obliged to defend any such action or submit its rights to the Court until it shall have been indemnified by other good and sufficient security in addition to the indemnity hereinbefore given against costs of such proceedings.

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CLARK WILSON LLP

Per: __________________
Authorized Signatory

NEWCASTLE RESOURCES LTD.

Per: _________________
Authorized Signatory

SCHEDULE A

SHAREHOLDER INFORMATION

[SCHEDULE A REMOVED]