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Exhibit 99.1

November 13, 2014

Mr. Robert Miller

Director and CEO

Abakan Inc.

2665 S. Bayshore Drive,

Suite 450, Miami,

Florida 33133

U.S.A.

Dear Mr. Miller:

UP Scientech Materials Corp. ("UP Scientech") is pleased to present Abakan Inc. ("Abakan") this letter

agreement regarding its proposed capital injection and business cooperation with respect to Abakan's and

its subsidiary MesoCoat, Inc.'s ("MesoCoat's") PCompP™ and CermaClad™ technologies. For purposes

of this letter, Abakan and MesoCoat shall be hereinafter jointly referred to as the "Company."

For purposes of this letter:

a) "PCompP™" shall mean coatings employing nano-structured ceramic-metal composites formed with a

nano-composite core and binder coating.

b) "CermaClad™" shall mean the use of a high intensity light source captured in a reflector to rapidly fuse

CRA, metal and ceramic coatings on steel pipe, plate, bar and other surfaces.

c) "CermaClad™ for Plate" shall mean CermaClad™ for coating steel plates.

d) "CermaClad™ for Other Applications" shall mean CermaClad™ for coating surfaces other than steel

plates such as steel pipes and bars.

e) "CermaClad™ for Pipes" shall mean CermaClad™ for coating steel pipes.

f) References to PCompP™ and CermaClad™ shall include future Company products and technologies

which fall within these definitions but shall not include other products or technologies.

We believe that this strategic alliance of UP Scientech and the Company constitutes a compelling

opportunity to commercialize and expand the markets for the unique and valuable technology developed

by the Company.

UP Scientech welcomes the prospect of working with the Company in order to consummate a mutually

beneficial transaction. This letter sets forth the basis upon which UP Scientech proposes, subject to

execution of definitive agreements, receipt of internal/regulatory approvals and satisfaction of certain other

conditions as described herein or in the definitive agreements, to proceed with such a transaction.

Exhibit 99.1

UP Scientech Purchase of Abakan Shares

UP Scientech and Abakan intend to enter into a share subscription agreement (the "SSA"), pursuant to

which UP Scientech shall purchase 7,500,000 voting common restricted shares of Abakan (constituting

9.52% of the total issued and outstanding voting shares of Abakan on a fully diluted basis, post the issuance

of the 7,500,000 shares to UP Scientech or 8.95% of the fully diluted total shares post the issuance of the

7,500,000 shares) at a price of US$0.40 per share for an aggregate purchase price of US$3,000,000.

The Company proposes to use the proceeds from this share subscription agreement as outlined below.

Description of Use of Proceeds

Amount Raised

$3,000,000

MesoCoat G&A, Taxes & Utilities

450,000

MesoCoat PComP Capex & Consumables

925,000

MesoCoat Cermaclad Budget

220,000

MesoCoat AP (including amounts owed to Powdermet)

810,000

Alberta

35,000

Abakan G&A, AP

560,000

TOTAL

$3,000,000

Director Appointment

(a)

On the closing of the SSA, Abakan's 1) Board of Directors shall appoint one individual, tabled by

UP Scientech, to serve as a member of Abakan's Board of Directors for a term that shall end the

earlier of 3 years from the date of appointment or the date on which UP Scientech's fully diluted

ownership of Abakan falls below 6.0%; 2) over the duration of the term in which the director tabled

by UP Scientech serves on Abakan's Board of Directors, Robert Miller, Maria Maz, The Thomas

and Mario Miller Family Trust and the Tarija Foundation (the "Shareholders") shall agree to vote

in favour of the director tabled by UP Scientech at any annual or special meeting of Abakan's

shareholders called for the election of directors; and 3) Abakan shall cause the Shareholders to

issue a letter prior to or simultaneously upon execution of the SSA, undertaking that they shall vote

in favour of the director tabled by UP Scientech at any annual or special meeting of Abakan's

shareholders called for the election of directors during the term mentioned above. Such appointed

director shall have all rights that a non-executive director normally has, including but not limited

to discussion and approval at Board of Directors and committee meetings of the budgets that are

present by management, and the right to receive biweekly cash flow statements.

(b)

Subsequent to the closing of the SSA, if the term of service of the individual, tabled by UP

Scientech, as a director expires, or such individual is not elected as a director at an annual or special

meeting of Abakan's shareholders, then Abakan's Board of Directors shall permit UP Scientech to

designate an observer to attend regularly scheduled or special meetings of the Board of Directors

and committee meetings, having access to any documents available to a non-executive director,

including but not limited to, the budgets that are presented by management and biweekly cash flow

statements, so long as UP Scientech holds no less than 6% of the voting shares of Abakan.

Information to be Provided to UP Scientech

(a)

The Company shall further provide to UP Scientech necessary information and reasonable

Exhibit 99.1

resources and assign necessary people to assist UP Scientech to understand and evaluate the

strength and edge of the PComP^TM products, including but not limited to providing product

manuals, brochures and information, delivering sufficient product samples for testing, and

furnishing training of UP Scientech's sales and technical representatives.

(b)

The Company has furnished UP Scientech with its plan to expand the production capacity of

PComP^TM products to 18 tons (1.5 tons per month), and shall provide monthly updates of the

execution status to UP Scientech for its information.

Agreement to Enter into Additional Transactions

UP Scientech and the Company intend to enter into the following additional transactions described in this

Section 4. The parties anticipate that to facilitate the proposed transactions, both parties need to further

negotiate, finalize, execute and deliver the following definitive agreements (containing customary

representations, warranties, covenants, indemnities and conditions to closing, as appropriate):

(a)

PCompP™ Exclusive Sales Agency Agreement. An exclusive agency agreement (the "Sales

Agency") for the PComP^TM products between UP Scientech and the Company for the sale of

PComP^TM products in Japan, Korea, China and Taiwan ("Jurisdictions").

(i)

UP Scientech shall earn a sales agency commission equal to 10% of the revenue generated

from the sale of PComP^TM products in the Jurisdictions during the first year of the term of

the Sales Agency and a percentage to be negotiated for the period following the first year

of the Sales Agency.

(ii)

The Sales Agency shall have a three-year term, starting from the date on which the

Company can deliver to UP Scientech PComP™ W104, W333 and W611, PComP™ T45

and T48, PComP™ M144 and MB05™.

(iii)

Upon expiration of the initial three years, the Sales Agency Agreement shall be

automatically renewable for an additional one year renewal term upon the election of UP

Scientech, subject to satisfaction of the Minimum Sales Volumes for the initial three years

as shown on Exhibit A. The terms and conditions for renewal after such additional one

year renewal term shall be determined by the parties hereto.

(b)

Exclusive PComp™ License. After UP Scientech exercises its right to establish a PComP™ Joint

Venture and upon such PComP™ JV Company being duly incorporated under Section 5, the

Company shall grant to the PComP™ JV Company an indefinite exclusive non-royalty bearing

technology license agreement to use PCompP™ technology to engineer, build, own, operate and

maintain a plant to manufacture PComP^TM powder products in Taiwan for sale in the Jurisdictions.

(c)

Exclusive CermaClad™ for Plate License. (i) Upon the CermaClad™ for Plate JV Company in

Taiwan being duly incorporated under Section 5 and/or (ii) after UP Scientech exercises its right to

establish a CermaClad™ for Plate Joint Venture Outside of the Jurisdictions (defined as those

territories outside of the Jurisdictions) and upon the CermaClad™ for Plate JV Company Outside

Exhibit 99.1

of the Jurisdictions being duly incorporated under Section 5, the Company shall grant to such

CermaClad™ for Plate JV an indefinite exclusive non-royalty bearing license agreement to use

CermaClad^TM technology (i) to engineer, build, own, operate and maintain a production plant to

coat plate in Taiwan for sale globally (or globally but excluding the jurisdiction where such plant

is located if the CermaClad™ for Plate Joint Venture Outside of the Jurisdictions is established)

and/or (ii) to engineer, build, own, operate and maintain a production plant to coat plate Outside of

the Jurisdictions for sale in the jurisdiction where such plant is located unless otherwise agreed by

the parties, as applicable.

(d)

Exclusive CermaClad™ for Pipe License. After UP Scientech exercises its right to establish a

CermaClad™ for Pipe Joint Venture, and upon such CermaClad™ for Pipe JV Company being

duly incorporated under Section 5, the Company shall grant to the CermaClad™ for Pipe JV an

indefinite exclusive non-royalty bearing license agreement to use CermaClad^TM technology to

engineer, build, own, operate and maintain a production plant to coat pipe in Taiwan for sale in the

Jurisdictions.

Agreement to Establish Joint Ventures

UP Scientech and the Company shall establish a CermaClad™ for Plate Joint Venture in Taiwan. UP

Scientech shall have the right to require the Company to establish another up to two joint venture companies

in Taiwan and one joint venture company Outside of the Jurisdictions (together with the CermaClad™ for

Plate Joint Venture in Taiwan, "JV Companies") to build and operate plants to manufacture PComP^TM and

CermaClad^TM products. The primary terms of the joint ventures shall be as follows:

PComP^TM JV Plant

(a)

UP Scientech shall have two years to exercise its right to require the Company to establish a

PComP™ Joint Venture from the date the Company completes the expansion of its production

capacity of PComP™ to 18 tons per year (1.5 tons per month) and notifies UP Scientech in writing

(the "Initial Date") of the increased production capacity.

(b)

UP Scientech shall subscribe to 80% of the shares of the PComP™ JV Company in cash, which

subscription shall pay for 100% of the startup costs associated the PComP™ JV Company plant,

and the Company shall license the know-how and technology to the PComP™ JV Company in

exchange for 20% of the shares of the PComP^TM JV Company.

(c)

The plant can only be built in Taiwan.

(d)

UP Scientech shall contribute operating expertise, sales channels for the product and assist the

PComP™ JV Company to protect PComP^TM related technology.

(e)

The PComP^TM JV Company shall be licensed to sell PComP^TM products only within the

Jurisdictions, unless otherwise agreed by the Company.

(f)

UP Scientech and the Company shall in good faith negotiate, agree on and execute a joint venture

agreement and the license agreement within three months of UP Scientech's exercise of its right to

form a PComP™ Joint Venture.

CermaClad^TM Plate JV Plant - Taiwan

Exhibit 99.1

(a)

Within two (2) months after this letter is executed by Abakan, UP Scientech and the Company shall

in good faith and with best efforts (i) complete the financial projection and the timeline to establish

the CermaClad™ for Plate Joint Venture - Taiwan and the timeline to engineer, build, own, operate

and maintain the CermaClad™ Plate JV Company Plant – Taiwan, (ii) negotiate, agree on and

execute a joint venture agreement and the license agreement, and (iii) proceed with establishment

of the CermaClad™ for Plate Joint Venture - Taiwan.

(b)

UP Scientech shall subscribe to 51% of the shares of the CermaClad™ for Plate JV Company -

Taiwan in cash, which subscription shall pay for 51% of the startup costs associated with the

CermaClad™ Plate JV Company Plant – Taiwan, and the Company shall license without royalty

the know-how and technology to the CermaClad™ for Plate JV Company – Taiwan and shall pay

for 49% of the startup costs associated with the CermaClad™ Plate JV Company Plant – Taiwan

in exchange for 49% of the shares of the CermaClad™ Plate JV Company - Taiwan.

(c)

The plant can only be built in Taiwan.

(d)

UP Scientech shall contribute operating expertise, sales channels for the product and assist the

CermaClad™ for Plate JV Company - Taiwan to protect CermaClad^TM Plate related technology.

(e)

The CermaClad™ Plate JV Company - Taiwan shall be licensed to sell CermaClad^TM Plate products

globally, until such time, if ever, that UP Scientech exercises its right to require the Company to

establish the CermaClad™ for Plate Joint Venture – Outside of the Jurisdictions, and upon then the

CermaClad™ Plate JV Company – Taiwan's license to sell CermaClad^TM Plate products would be

excluding the jurisdiction where such CermaClad™ Plate JV Company –Outside of the

Jurisdictions is located, unless otherwise agreed upon by UP Scientech and the Company.

CermaClad^TM Plate JV Plant – Outside of the Jurisdictions

(a)

UP Scientech may exercise its right to require the Company to establish the CermaClad™ for Plate

Joint Venture – Outside of the Jurisdictions until the later of two years from the Initial Date or from

the date that the Company opens its first CermaClad™ Plate plant.

(b)

UP Scientech shall subscribe to 49% of the shares of the CermaClad™ for Plate JV Company–

Outside of the Jurisdictions in cash, which subscription shall pay for 49% of the startup costs

associated with the CermaClad™ for Plate JV Plant– Outside of the Jurisdictions, and the Company

shall license without royalty the know-how and technology to the CermaClad™ for Plate JV

Company – Outside of the Jurisdictions and pay for 51% of the startup costs associated with the

CermaClad™ for Plate JV Plant– Outside of the Jurisdictions in exchange for 51% of the shares of

the CermaClad™ Plate JV Company – Outside of the Jurisdictions.

(c)

UP Scientech shall contribute operating expertise, sales channels for the product and assist the

CermaClad™ for Plate JV Company – Outside of the Jurisdictions to protect CermaClad^TM Plate

related technology.

(d)

The CermaClad™ Plate JV Company – Outside of the Jurisdictions shall be licensed to sell

CermaClad^TM Plate products in the jurisdiction where such CermaClad™ Plate JV Company –

Exhibit 99.1

Outside of the Jurisdictions is located, unless otherwise agreed by UP Scientech and the Company.

(e)

UP Scientech and the Company shall in good faith negotiate, agree on and execute a joint venture

agreement and the license agreement within three months of UP Scientech's exercise of its right to

form a CermaClad™ for Plate Joint Venture – Outside of the Jurisdictions.

CermaClad^TM Pipe JV Plant

(a)

UP Scientech may exercise its right to require the Company to establish the CermaClad™ for Pipe

Joint Venture until the later of two years from the Initial Date or from the date that the Company

opens its first commercial four-line CermaClad™ pipe plant.

(b)

UP Scientech shall subscribe to 40% shares of the CermaClad™ for Pipe JV Company in cash,

which subscription shall pay for 50% of the start up costs associated with the CermaClad™ for

Pipe JV Plant, and the Company shall subscribe to 50% of the shares of the CermaClad™ for Pipe

JV Company in cash, which subscription shall pay for 50% of the start up costs associated with the

CermaClad™ Pipe JV Plant and license the know-how and technology to the CermaClad™ for

Pipe JV Company in exchange for another 10% shares of the CermaClad™ for Pipe JV Company.

(c)

The plant can only be built in Taiwan.

(d)

UP Scientech shall contribute operating expertise, sales channels for the product and assist the

CermaClad™ for Pipe JV Company to protect CermaClad^TM Pipe related technology.

(e)

The CermaClad™ for Pipe JV Company shall be licensed to sell CermaClad^TM Pipe products only

in the Jurisdictions, unless otherwise agreed to by the Company.

(f)

UP Scientech and the Company shall in good faith negotiate, agree on and execute a joint venture

agreement and the license agreement within three months of UP Scientech's exercise of its right to

form the CermaClad™ Pipe Joint Venture.

Ownership of Intellectual Property

Each party shall own its background intellectual property.

Any new improvements, derivatives or new methods to produce or deliver PCompP™ or CermaClad™

products or services developed by any of the respective JV Companies (“New IPs”) shall be owned equally

by UP Scientech and the Company and assigned to a new company, to be formed by the parties hereto with

equal equity ratio, and licensed to the respective JV Companies for no additional consideration. The new

IPs shall not be assigned, entrusted, licenced, pledged, or abandoned without the consent of both parties.

Both parties hereto shall have complete access to all JV facilities, equipment, books and records at all times.

1.1 7. Notices

1.2 Any and all notices or other communications or deliveries required or permitted to be provided

hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of

transmission, if such notice or communication is delivered via facsimile (provided the sender receives a

machine-generated confirmation of successful transmission) at the facsimile number specified in this

Section prior to 6:30 p.m. (Florida time) on a Business Day, (b) the next Business Day after the date of

Exhibit 99.1

transmission, if such notice or communication is delivered via facsimile at the facsimile number specified

in this Section on a day that is not a Business Day or later than 6:30 p.m. (Florida time) on any Business

Day, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight

courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The

address for such notices and communications shall be as follows:

If to Abakan:

Abakan, Inc.

2665 S. Bayshore Drive, Suite 450

Miami, Florida 33133

Attn: Robert Miller

Telephone: 1 786 206-5368

Fax: 1 305 487-7481

Email: robert.miller@abakaninc.com

If to UP Scientech:

UP Scientech Materials Inc.

No. 5-3, Jianguo Road

Guanyin Township

Taoyuan County, 32844

Taiwan R.O.C.

Attn: George Chang

Telephone: 886 3 4833690

Fax: 886 3 4834193

Email: George@upplate.com

Arbitration

Any controversies incurred or related to this letter of intent shall be resolved in an amicable way, provided

that any controversies that cannot be resolved shall be submitted to the Hong Kong International Arbitration

Centre in Hong Kong for arbitration.

Due Diligence

From time to time before and/or after closing of the capital injection of US$3 million under the SSA, UP

Scientech may need to conduct certain due diligence or require certain information, which may include but

not limited to the provision of information covering the technology owned, used, developed, and to be

developed by the Company and/or their affiliates as well as the technology licensed by any third parties to

the Company and/or their affiliates and the technology licensed by the Company and/or their affiliates to

any third parties. The Company agrees to fully cooperate and provide such information as requested by UP

Scientech subject to those obligations of confidentiality attendant to any such information.

10.

Required Approvals and Others

The above proposal shall be subject to corporate and regulatory approvals required by UP Scientech,

including but not limited to the Board of Directors' approval and the approval of or report to the Central

Bank of Republic of China (Taiwan).

Abakan will hold a meeting of the Board of Directors prior to execution of this letter to duly approve the

terms and conditions of this letter, including but not limited to provision of the observer position to UP

Scientech under Section 2(b) hereof. Abakan shall cause MesoCoat to perform its obligations hereunder.

Exhibit 99.1

11.

Fees and Expenses

UP Scientech and the Company shall pay their respective costs and expenses related to the proposed

transactions, including the costs and expenses related to preparation and negotiation of the definitive

agreements.

12.

Legal and Confidentiality

Subject to provision by Abakan of a copy of Abakan's meeting minutes of its Board of Directors duly

approving the terms and conditions of this letter, including but not limited to provision of the observer

position to UP Scientech under Section 2(b) hereof, this letter shall be binding on the parties hereto, subject

to execution of definitive agreements, receipt of internal/regulatory approvals and satisfaction of certain

other conditions as described herein or in the definitive agreements, to proceed with such a transaction.

This letter is governed by and construed in accordance with Taiwan laws, without regard to principles of

conflicts of laws thereof.

UP Scientech requests that neither the Company, its directors, officers and employees nor its advisors make

any announcement or disclosure to third parties of UP Scientech's interest in this proposed transaction or

of the contents of this letter unless otherwise required by applicable laws and regulations, under which the

content of the announcement or disclosure shall be agreed by UP Scientech in advance.

We look forward to working with you on this transaction.

Yours faithfully

for and on behalf of

UP SCIENTECH MATERIALS CORP.

/s/ George Chang

George Chang, Chairman

Agreed and accepted this 13^th day of November,

2014 for and on behalf of:

ABAKAN INC.

/s/ Robert Miller

Robert Miller, Director and CEO