8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

October 26, 2011

Date of Report (Date of Earliest event reported)

Bio-Carbon Solutions International Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada	333-148546	20-8248213
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

500 Gran Street, Sault Ste Marie, Ontario Canada P6A 5K9

(Address of principal executive offices)  (Zip Code)

(705) 253-0339 x 25

www.bio-carb.com

(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨           Written communications pursuant to Rule 425 under the Securities Act

¨           Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On October 10, 2011 Bio-Carbon Solutions International Inc. (the “Company”) entered into a Carbon Development Agreement (“CDA”) with Mr. Matthew Sacco, a person unrelated to the company its directors and officers, for the purpose of acquired exclusive and irrevocable rights to the development of carbon offset potential on two parcels of land with an aggregated surface of 4,200 acres (the Properties) from which Mr. Sacco owns mineral exploration licenses from the Government of Nova Scotia.  The Company assessed the business potential of carbon offsets to be generated form the two parcels of land and presented development options for the development of the lands in a confidential report submitted to Mr. Sacco on October 21, 2011.  Of the options preferred, it was suggested to co-develop carbon and mining interests in order to maximize revenues.  The carbon interests are to follow methodologies approved by the Verified Carbon Standards Registry (www.v-c-s.org) together with mining interests, especially rare earth elements.  The mining interests pertain to rare earth elements and gold.

On October 21, 2011 the Company entered into an Options Agreement with Mr. Sacco to secure options on certain mineral rights, including rare earths and gold, from Nova Scotia mineral claim termed the “Blackfly Exploration & Mining Claims” which is owned exclusively by Mr. Sacco.  Should the Company exercised its options the total number of restricted common shares shall be an aggregate number of 50,000,000 common shares if fully exercised.  No revenue from the ownership of the mineral rights of this property was ever generated from Mr Sacco or the previous owners.

On October 21, 2011 the Company entered into an Options Agreement with Mr. Sacco to secure options on certain mineral rights, including rare earths and gold, from Nova Scotia mineral claim termed the “Clear Lake Resources Claims” which is owned exclusively by Mr. Sacco.  Should the Company exercised its options the total number of restricted common shares shall be an aggregate number of 50,000,000 common shares if fully exercised.  No revenue from the ownership of the mineral rights of this property was ever generated from Mr. Sacco or the previous owners.  There was no brokerage or introduction fees or otherwise paid to anyone.  Mr. Sacco is unrelated to management or the directors of the Company.

Section 2 – Financial Information

Item 2.01 Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 23, 2011, the company exercised its option to acquire the rights of Track 69, claim NO from the Black Fly & Mining Claim (exploration license 09388) in exchange for 6,000,000 restricted common shares of the company.

On October 23, 2011, the company exercised its option to acquire on the acquisition of the Tract 64, claim AHJQ from the Clear Lake property (exploration license 08996) in exchange for 7,500,000 restricted common shares of the company.

2

On October 26, 2011, the company exercised its option to acquire the rights of Track 89, claim ABCF*GHJK*LOPQ from the Black Fly & Mining Claim (exploration license 09388) in exchange for 6,000,000 restricted common shares of the company.

The acquisition of these mineral rights came as a result of a predetermination of the carbon values from said properties under the Company’s Carbon Development Agreement dated October 10, 2011 with Mr. Sacco.  The carbon predetermination established that the best possible option for revenue generation would be to co-develop both mineral and carbon opportunities.  Particularly, carbon opportunities might offer—but do not guaranty—better short-term revenues than minerals because of the difficulties and regulatory issues associated with developing mining interests.  There is no other relationship between the directors and management with Mr. Sacco.  There was no brokerage or introduction fees or otherwise paid to anyone.  Mr. Sacco was known was an acquaintance to management.  There is no other relationship, including business relationship between management, directors or any companies owned by Mr. Sacco.

As the Company’s current consulting contracts pertain to business activities that are based on success (contingency payments), our current contracts may not provide immediate cash flow. We expect to incur expenses without generating any material revenues for the foreseeable future.  We anticipate the need to raise funds to support our operations for the next 12 months.We have not identified any sources of additional funding for our continued operations, nor have we committed to a plan for funding if our current assets prove inadequate.  During the next 12 months we anticipate incurring costs related to:

• Prospection of minerals in the claims on which we have exercised our options;

• Pursuing business opportunities to obtain engagements from clients for the use of our licensed technology;

• Beginning work on behalf of clients to support our contracts with

• Preparing our financial statements and having them reviewed and audited; and

• Preparing and filing of Exchange Act reports.

We anticipate that we will be able to meet these costs through use of funds in our treasury; additional amounts, if necessary, to be loaned by, or invested in us by our stockholders, management or other investors. Management has funded operations thus far but there is no guaranty that management will be able support operations definitely.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of October 26, 2011, the number of shares of Common Stock beneficially owned of record by executive officers, directors and persons who hold 5% or more of the outstanding common stock of the Company.

3

Beneficial Owner	Amount of Stock Owned			% Ownership
Lacey Holdings		23,333,333			43	%
2nd Floor, 33Waterfront Drive,
PO Box 3339, Road Town,
Tortola , BVI
Matthew Sacco		19,500,000			36	%
2173 Rochester Circle
Oakville, Ontario
L6M 5E3 Canada
Luc Duchesne		4,000,000	(1)		7.4	%
132 Leo Avenue
Sault Ste Marie, Ontario
P6A 3V7 Canada
Gilles Trahan		3,388,889			6.3	%
Sunsational, Old Fort Pt
West Bay Street
Nassau, Bahamas
Martin Baldwin		3, 388,889			6.3	%
Palm Shores
Love Beach
Nassau, Bahamas
Others		588,908			1.0	%
Total stocks issued		54,200,019			100	%

(1) Shares registered to 1776729 Ontario Corporation a company controlled by Dr Duchesne, his wife and his son.

Compensation Committee Interlocks and Insider Participation

The Company did not have a compensation committee in the fiscal year ended December 31, 2009, nor does it currently have one.  During the fiscal year ended December 31, 2010, our Board of Directors had no deliberations regarding executive officer compensation.

Dividend Policy

We have not declared or paid any cash dividends on our common stock or preferred stock and we do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements, and financial condition, and such other factors as the Board of Directors may consider.

4

Securities Authorized for Issuance under Equity Compensation Plans

The issuance of any of our common or preferred stock is within the discretion of our board of directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

Facilities

As of October 26, 2011 we was using for free a fully furnished office space in Sault Ste Marie, Ontario, Canada—the company was co-located with SITTM Technologies Inc, which is a subsidiary of MSE Envirotech Inc and where Dr Duchesne and Mr Trahan act as directors.  We will incur telephone and internet charges of roughly $300 per month plus applicable taxes.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

An investment in the Company is highly speculative in nature and involves an extremely high degree of risk.

There may be conflicts of interest between our management and our non-management stockholders.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management's personal financial interests and the fiduciary duty to our stockholders. Further, our management's own financial interests may at some point compromise their fiduciary duty to our stockholders. Dr Duchesne who is the Company’s sole officer and one of two directors, continue to be involved in businesses that operate and commercialize environmental technologies although those businesses exploit and seek to exploit different applications and opportunities.  In addition, although it is anticipated that he will spend significant time and effort developing our business, it is possible that he will be exposed to business or employment opportunities that would conflict with the interests of the Company, or cause them to reduce their efforts on the Company’s behalf or to entirely cease working with the Company.  If we and any other businesses with which our officers are involved wish to take advantage of the same opportunity, then the officer and director that is affiliated with both companies would abstain from voting upon the opportunity.

Future success is highly dependent on the ability of management to further develop and implement a business plan, and secure customers.

The nature of our operations both in the mineral exploration and the carbon development sectors is highly speculative and there is a consequent risk of loss of your investment. The success of our activities will depend on the availability of finances, opportunities relating to carbon trading, mineral occurrence, offset and reduction regimes, greenhouse gas emission reduction programs, government regulations and economic conditions in the forestry and timber industries.  As we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to consummate a business combination. The Company has had no recent operating history and no revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without realizing significant revenues for the foreseeable future, at least until the market opportunities for the Company’s services develops and the demand for our services becomes more proven and regular or when payment is rendered for our Consulting Contracts (3) or Carbon Development Agreements (3). This will likely result in our incurring net operating losses for the foreseeable future. We cannot assure that our business will develop as hoped, or that it will become profitable.

5

Our business may have no revenues for the foreseeable future.

We are a development stage company and have had no revenues from operations. Although our technologies and expertise offer potential and we have secured 3 Consulting Contracts and 4 Carbon Development Agreements that are all based on success fees (contingency payments), we may not realize any revenues unless and until we successfully develop a revenue stream from the use of the Lacey Holdings and the 1776729 licenses.  There is no foreseeable revenues to be generated from the options on mineral claims and the mineral claims.

We may issue more shares to raise additional capital, and permit the development of the Company’s business.

As a result, the shareholdings of current shareholders may be diluted. Our Articles of Incorporation authorizes the issuance of a maximum of 275,000,000 shares of common stock. We may issue additional shares from time to time to raise the capital that we anticipate will be required to further develop our business.  Any share issuance would be subject to compliance with applicable securities laws and subject to that limitation, unless our Articles of Incorporation are amended with approval of our stockholders. The Company’s issuance of additional shares may be accomplished without stockholder approval.  This may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued from time to time may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.

There is limited public market for our Common Stock, and we have never paid dividends on our Common Stock.

There is limited public trading market for our common stock, which is listed on OTCQB: BICS and none is expected to develop until our business develops further.  Additionally, we have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.  Moreover, a significant number of unregistered securities may not become traded. Pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and any other applicable securities laws or regulations these restrictions will limit the ability of our stockholders to liquidate their investment.

6

Carbon trading may become obsolete.

Carbon trading is a commercial activity that is regulated by specific jurisdictions pursuant to regional legislation or can be voluntary.  When regulated (Eg. Europe and Western Climate Initiative), governments compel polluters to reduce their greenhouse gas emissions through technological improvements or through the purchase of carbon offsets (carbon credits).  It is an identified risk factor that new legislation may arise in certain jurisdictions that may render the Company’s business plan and knowledge obsolete with respect to carbon credits. With respect to the voluntary trade of carbon credits, there is a significant risk that certain voluntary purchasers of carbon credits may elect to cease the purchase of carbon credits for various reasons that are inherent to their business plans, or because of changing economic, political contexts or other conditions that cannot be controlled by the management of the Company.

Mineral rights may yield no value

Although we have secured the mineral rights to 4,200 acres of lands, the presences of economical ores may be limited owing to ore concentration, cost of extraction, mineral market conditions may become unfavorable or the Company may be unable to raise the finances necessary to exploit the mineral rights of the properties.

Green attributes may become obsolete

While the Company has secured Consulting Contracts to support R & D and fundraising in green attributes, there is a risk that political or economic conditions may change the appetite from our clients for green attributes.

Limited Operating History; Need for Additional Capital.

Although the Company draws on the expertise on the principal who has been operating private businesses for some time in the renewable energy and forestry sectors, there is no pertinent historical financial information for the Company upon which to base an evaluation of our performance. Our assets and business have not yet generated substantial or recurring revenues. We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.  We will require additional financing to cover costs that we expect to incur over the next twelve months.  We believe that debt financing will not be an alternative for funding our operations as we do not have tangible assets to secure any debt financing.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or other securities.  However, we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations.  In the absence of such financing, we will not be able to continue and our business plan will fail.

7

Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted certain rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are applicable to "penny stocks".  For the purposes relevant to us, a “penny stock” is any equity security that has a market price of less than $5.00 per share or has an exercise or conversion price of less than $5.00 per share, subject to certain exceptions, constitutes a "penny stock".  For any transaction involving a penny stock, unless exempt, the rules require:

· that a broker or dealer approve a person's account for transactions in penny stocks;

· the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased; and

· that a broker or dealer provide certain detailed market information about the market for the applicable company’s securities.

In order to approve a person's account for transactions involving penny stocks, the broker or dealer must:

· obtain financial information, investment experience and investment objectives of the person; and

· make a reasonable determination that the proposed transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form:

· sets forth the basis on which the broker or dealer made the suitability determination; and

· that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Following a transaction, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules.  This may make it more difficult for investors to dispose of our common stock and depress the market value of our stock.

There are additional risks of investing in penny stocks whether in public offerings or in secondary trading, relating to commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.

8

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

On October 23, 2011, the company exercised its option to acquire the rights of Track 69, claim NO from the Black Fly & Mining Claim (exploration license 09388) in exchange for 6,000,000 restricted common shares of the company.

On October 23, 2011, the company exercised its option to acquire on the acquisition of the Tract 64, claim AHJQ from the Clear Lake property (exploration license 08996) in exchange for 7,500,000 restricted common shares of the company.

On October 26, 2011, the company exercised its option to acquire the rights of Track 89, claim ABCF*GHJK*LOPQ from the Black Fly & Mining Claim (exploration license 09388) in exchange for 6,000,000 restricted common shares of the company.

In the aforementioned transactions in Item 3.02 all shares are issued as restricted securities and bear restrictive language on the face of the issued.

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 23, 2011 Dr Robert Williams was elected a director of the Company and appointed Chief Technology Officer. Subsequently Mr. Wilkes resigned as director of the Company on October 23, 2010.  There is no dispute between the company and/or management and Mr. Wilkes.

Dr. Williams (49), a native of Nova Scotia, received his degree in Chemistry from Acadia University in Nova Scotia and his Ph.D. from the University of Guelph.  Throughout his career he has been involved in the development of projects involving multidisciplinary teams (including scientists and engineers from different disciplines) in the research and isolation of various substances.  Dr. Williams is an expert in research and development and has extensive contacts throughout a variety of industries and brings leading edge knowledge to of extraction and purification technologies of substances.  From 1998 to 2006 he worked as a department head for Avance Pharma, then as Chief Development Officer for MHB from 2006-2009. Since 2009 he has worked as a consultant for a variety of companies included BQLS and most recently Arch Chemicals.

There are no family relationships between any of the individuals serving as directors, contractor or the officers of the Company.

Compensatory Arrangements—management

The following reflects what the Company expects the compensation for Dr. Duchesne and Dr Williams to be for the period ending December 31, 2012, and the amount of time they expect to devote to the Company.

9

Employee	Base cash   Compensation	Performance Bonus	Time dedicated to  Business
Dr Luc C Duchesne CEO	$120,000	$120,000 in common stocks or cash	160 hrs per month
Dr Robert Williams CTO	$80,000/year	$40,000 in common stocks or cash	160 hrs per month

Compensatory arrangement for Directors

There is no compensatory arrangement for directors at this time.

Matter subjected to shareholders

On October 23, 2011 the Company appointed Mr. Robert Williams as director.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Carbon Development Agreement with Mr Matthew Sacco.

10.2 Employment contract, Robert Williams

10.3 Resignation of Mr. Wilkes as director

10.4 Appointment of Dr Williams as director

10.5 Acceptation of Dr Williams as director

10.6 Acquisition of mineral rights options

10.7 Acquisition of mineral rights options

10.8  Exercise of mineral rights options

10.9  Exercise of mineral rights options

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bio-Carbon Solutions International Inc.
Date: October 23, 2011	By:  /s/Luc C Duchesne
	Name: Luc C. Duchesne
	Title: President and Chief Executive Officer

10

The information in this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by forward-looking statements.

Exhibit Index

Exhibit No.	Description
10.1	Carbon Development Agreement with Mr. Matthew Sacco.
10.2	Employment contract, Robert Williams
10.3	Resignation of Mr. Wilkes as director
10.4	Appointment of Dr Williams as director
10.5	Acceptation of Dr Williams as director
10.6	Acquisition of mineral rights options
10.7	Acquisition of mineral rights options
10.8	Exercise of mineral rights options
10.9	Exercise of mineral rights options

11

EX-10.1

THIS AGREEMENT is dated October 10, 2011

BETWEEN:

BIO-CARBON SOLUTIONS INTERNATIONAL INC

A Nevada corporation having an address at:

500 Gran St

Sault Ste Marie, Ontario,

Canada P6A 6K9

As “BCSI”

AND:

Matthew Sacco

A person having an address at:

2173 Rochester Circle

Oakville, Ontario

Canada L6M 5E3

As “Sacco”

WHEREAS:

BCSI  is a carbon project development  firm with exclusive know how for the quantification, management, monitoring and sale of carbon offsets or environmental benefits “Carbon offsets”;

AND WHEREAS

Sacco is a businessman with the exclusive development rights of properties which cover 4200 acresof forested landsin Nova Scotia “The Project”.

AND WHEREAS

Carbon offsets can be generated from various methodologies and generated from using a broad spectrum of technologies or methodologies that reduce the emissions of greenhouse warming gases, which include the type of activities that are pertinent to The Project;

AND WHEREAS

BCSI and SACCO wish to collaborate for the development and sale of carbon offsets that may be derived from the Project;

AND WHEREAS

BCSI and SACCO wish to enter into this Carbon Development Agreement  (the “CDA”) which grants to BCSI the exclusive rights for the development of the carbon offsets derived from The Project.

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants herein, the parties hereto (the “Parties”, or individually the “Party”)agree as follows:

PART I

AGREEMENT

2.1                      This CDA grants exclusive rights to BCSI for the development of carbon offsets or carbon offsets or environmental benefits derived from the Project including projects developed by SACCO’s subsidiaries.

PART 2

TERMINATION

3.1                      This CDA shall be effective upon the date hereof, and shall continue in full force and effect unless  the other Party becomes bankrupt.

3.2                      The Parties acknowledge and agree that the rights and obligations of any Party that have accrued prior to the expiration of this Agreement or which are expressed to survive such expiration  shall not be affected by the termination of this CDA.

PART 3

COMPENSATION

SACCO shall pay BCSI 20 % of the net Cash Flow from the sale of carbon offsets generated by BCSI on behalf of SACCO.  Payment is due on December 31 of each year.

PART 4

INTELLECTUAL PROPERTY

Except with agreed specifically in writing, BCSI Inc and SACCO shall retain ownership and title of all their respective assets, intellectual property related to technologies, business know-how, trademarks, business contacts, access to government capital and loans for business development including future improvements and modifications.

PART 5

CONFIDENTIALITY

5.1 Each Party shall treat as confidential information this CDA, the subject matter hereof, and all other discussions, draft agreements, agreements, information, reports, data, test results, marketing, product and cost information, business opportunities, knowhow, research and analyses related to the Parties’ Technologies or this CDA the “Confidential Information”).  The standard of care to be used in protecting the Confidential Information hereunder shall be the same degree of care the Parties use to protect their own confidential information, but in any event, shall not be less than a reasonable degree of care practised by diligent and prudent persons in similar circumstances.

5.2 Confidential Information shall be used by the receiving Party only for purposes of the actions specifically contemplated by this CDA and shall be promptly returned to the disclosing Party on the written request of the disclosing Party. Each Party shall restrict the disclosure of Confidential Information to those of its employees and agents who have a need to know such information relative to this CDA and shall only disclose such Confidential Information to those persons who have agreed to receive, hold and use such information subject to the terms and restrictions of this CDA.

5.3 Notwithstanding the above, this section  imposes no obligation on the receiving Party with respect to information that:

(a) is or becomes a matter of public knowledge through no fault of the receiving Party,

(b) is rightfully received by the receiving Party from a third party without a duty of confidentiality,

(c)  is required to be disclosed by law, or

(d) is disclosed by the receiving Party with the disclosing Party's prior written consent.

PART 6

COVENANTS, REPRESENTATIONS & WARRANTIES

6.1 Each Party represents and warrants that it has all corporate approvals and the independent right and power to enter into this CDA.

6.2 SACCO and BCSI agree that BCSI offer no guaranty regarding the eligibilty of the project with respect to carbon offsets.  BCSI will exert best efforts to secure carbon credit benefits to SACCO.

6.3 SACCO agrees that BCSI is a carbon development company and has carbon development agreements with other parties who may or may not compete with SACCO.

PART 7

LIMITATION OF LIABILITY

Except with respect to obligations of confidentiality and restrictions on use set forth herein, neither Party will be liable for any indirect, special, incidental or consequential damages of any kind, including lost profits, lost revenues, lost business opportunities, failure to realize expected savings, or other commercial or economic losses of any kind arising out of, in connection with, or resulting from their performance under this Agreement, even if the other Party has been advised of the possibility of such damage.

PART 8

DISPUTE RESOLUTION

Except for applications for injunctions or restraining orders, any disputes arising out of or in connection with any binding provisions of this CDA or in respect of any defined legal relationship associated therewith or derived therefrom will be, insofar as lawfully possible, referred to and finally resolved or determined by arbitration in Ontario, Canada and each party shall be responsible for its own fees.

PART 9

NOTICES

Any notice to be given by either Party to the other under this CDA will be in writing and may be delivered personally, by facsimile or by first class prepaid mail to the following addresses:

If to BCSI:

Bio-Carbon Solutions International Inc

500 Gran Street

Sault Ste Marie, On P6A 5K9 Canada

Attention:  Luc C Duchesne

Facsimile:  705 253 9572

Email:  ceo@bio-carb.com

If to Mattew Sacco

Matthew Sacco

2173 Rochester Circle

Oakville, Ontario

Canada L6M 5E3

Attention:  Matthew Sacco

Email:  msacco6@cogeco.ca

or to such other address as may be designated by written notice given by either Party to the other Party.

Notices delivered in person or by facsimile will be effective on the date of such delivery. Notices issued by mail will be effective on the third business day following the date that the envelope containing the notice is postmarked unless between the time of mailing and the time the notice is deemed effective there is an interruption in postal service, in which case, the notice will not be effective until actually received. In the event of a postal strike or lockout, notices or demands under this CDA must be delivered personally or by facsimile.

PART 10

GENERAL PROVISIONS

10.1 Partnership: Nothing in this CDA is intended to imply the existence of a partnership, joint venture, or agency relationship between the Parties.

10.2 Time of Essence: Time is of the essence with respect to this CDA and the performance of each obligation of each Party hereunder unless otherwise expressly stated.

10.3 Amendments: No modifications, waivers or amendments to this CDA shall be effective unless in writing and signed all Parties.

10.4 Assignment: Neither Party may assign or transfer this Agreement or any of its rights or obligations under this CDA, without the prior written consent of the other party.

10.5 Governing Law: This CDA will be governed by and interpreted exclusively in accordance with the laws of the Province of Ontario, Canada and the Parties hereby irrevocably attorn to the jurisdiction of the courts of the Province of Ontario for matters which are not properly the subject of Part 9.

10.6 Costs: Each Party will be responsible for its own costs in relation to any activities covered by this CDA and the negotiation of the Commercial Agreements, unless otherwise indicated.

10.7 Further Assurances: Each Party will execute and deliver such further and other agreements, documents and instruments and do such further acts and things as are within its power and as may be necessary or desirable to fully implement and carry out the terms of this CDA that are expressed to be legally enforceable as and from the time of execution hereof.

10.8 Entire Agreement: This CDA supersedes any prior understandings, agreements or proposals (written or oral) between the Parties as to the subject matter of this CDA.

IN WITNESS WHEREOF, the Parties executed this CDA as of the date first above written.

BIO-CARBON SOLUTIONS INTERNATIONAL INC

By:	/s/ Dr Luc C Duchesne
Signature
Title:	President and CEO
Matthew Sacco
Signature:	/s/ Matthew Sacco

EX-10.2

500 Gran Street Sault Ste. Marie, ON P6A 5K9 Canada Phone: (705) 253 0339 Fax : (705) 253 9572 Email: info@bio-carb.com Web : www.bio-carb.com

October 20, 2011

Dr. Robert Williams

130 De Breslay Ave.

Pointe Claire, QC

H9s 4N3

Dear Dr. Williams,

We are pleased to offer you employment with Bio-Carbon Solutions International Inc (BCSI) on the terms and conditions set out below in the function of Chief Technology Officer (CTO). As such, you will report to the Chief Executive Officer.

Term

Two years commencing October 20, 2011

Responsibilities

As CTO you will be accountable for the following operations of the Company:

1. Overseeing the development of REE extraction processes from the different properties on which the company has interests including collaboration with universities, testing in pilot facilities, writing and filing patents

2. Oversee technical aspects of exploration campaigns in various locations

3. Other tasks as determined by the company.

Compensation

Your annual contract amount shall be CD$80,000 per annum plus incurred expenses. Your contract allows you limited consulting activities in areas NOT related to BCSI, as long as they do not interfere with your primary duties.. You will be eligible for a discretionary bonus of up to 50% of your compensation provided certain milestones are achieved (to be established and mutually agreed with the CEO). Such bonus shall be paid in cash or shares as determined by the Board of Directors and the Company’s financial position.

Incentives

You are granted an option to purchase 2,400,000 shares of the Company at US$1.50, vested at the rate of 200,000 per month of services to the company for two years.  Said options shall expire December 31, 2014.

Termination

The Company may terminate your contract for just cause with a minimum 2 weeks notice or payment of severance in lieu. On termination of your engagement contract, the Company will pay any accrued contract owing to the date of termination.

Remote Verification Technologies & Compliance CO2 Offsets

1

500 Gran Street Sault Ste. Marie, ON P6A 5K9 Canada Phone: (705) 253 0339 Fax : (705) 253 9572 Email: info@bio-carb.com Web : www.bio-carb.com

You shall also return to the Company all property belonging to the Company or any of its subsidiaries or customers, partners, and all documents and records containing or referring to any confidential information or giving details of customers, partners of the Company or giving details of any matter concerning the Company.

Contractor

Your engagement with BCSI shall be interpreted as a contract and does not entitle you to any benefits.

Confidentiality and Restrictive Covenant Agreement

The Confidentiality and Restrictive Covenant Agreement (“Confidentiality Agreement”) attached is an integral part of this employment agreement and by signing the enclosed duplicate copy of this letter you agree to be bound by all the terms of the Confidentiality Agreement.

This letter, once signed, contains the terms of your contract with BCSI and along with documents referenced herein, constitutes the entire understanding between us with respect to the terms and conditions of your contract and supersedes all prior discussions between us.

We sincerely hope that your relationship with BCSI is successful and productive.

Yours sincerely,

/s/ Luc C  Duchesne

Dr Luc C Duchesne

CEO

I, Robert Williams, have read this letter and its attachments carefully and understand them. I accept employment with BCSI on the terms and conditions described in this letter.

Accepted on this 20th day of October, 2011.

/s/ Robert Williams

(signature)

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500 Gran Street Sault Ste. Marie, ON P6A 5K9 Canada Phone: (705) 253 0339 Fax : (705) 253 9572 Email: info@bio-carb.com Web : www.bio-carb.com

BIO-CARBON SOLUTIONS INTERNATIONAL INC (BSCI)

CONFIDENTIALITY, ASSIGNMENT of INVENTION and RESTRICTIVE COVENANT AGREEMENT

 The undersigned (herein the “Employee” or “I”) confirms and agrees that the following obligations have been undertaken by him/her as part of the consideration for employment as a full time Employee by BCSI (which together with its subsidiaries and affiliates is hereinafter called the “Company”) and in further consideration of payment to me of the sum of FIVE ($5.00) DOLLARS, receipt of which is hereby acknowledged.

1. I agree to and do hereby assign to the Company all of the right, title and interest I have or may subsequently acquire in any inventions or improvements, in any works in which copyright subsists, in any designs, trade secrets, or in any other forms of intellectual property (all of the foregoing being hereinafter referred to as “IP”) within the scope of the business, products or processes of the Company that are made or created during the course of my engagement with the Company.

2. I agree to make full disclosure to the Company of all such IP immediately after it is made or created.

3. I agree to execute and deliver at the request of the Company and at its expense, all papers, including patent, trade-mark, copyright and design applications in any and all countries so as to vest title thereto in the Company and to do all other lawful acts which may be necessary and proper to be done to give effect to my obligations under this agreement both during my engagement or employment and afterwards.

4. All papers and records of every kind relating to IP included within the terms of this Agreement, which shall come into my possession during the term of this agreement, shall be the sole and exclusive property of the Company and shall be surrendered to the Company upon termination of my engagement or employment by the Company, or upon request at any other time.

5. Any and all drawings, memoranda, notes or other documents (including copies thereof) which may come into my possession during my engagement and which are related in any manner to the business or affairs of the Company, are the property of the Company, and I shall return the same at the time of termination of engagement with the Company or at any time when requested to do so by the Company.

6. I shall not disclose any confidential information acquired by me in the course of employment except as authorized or directed by the Company, and regardless of the period during which I am employed by the Company, I will be bound by this obligation until such time as the information becomes available to the general public without restrictions. All information regarding the Company’s business, including IP, technical data, cost estimates, customer lists, price lists, proposals, forecasts, general correspondence and the like, the results of research and correspondence and the like, and the results of research and development work conducted by or on behalf of the Company, shall be presumed to be confidential, except to the extent the same shall have been made available to the general public without restriction.

Remote Verification Technologies & Compliance CO2 Offsets

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500 Gran Street Sault Ste. Marie, ON P6A 5K9 Canada Phone: (705) 253 0339 Fax : (705) 253 9572 Email: info@bio-carb.com Web : www.bio-carb.com

7. The Contractor will not disclose the Company’s intellectual property or use it in connection with the Company’s business any information for a five year period.

8. During my engagement or employment, I shall not publish articles, give talks or lectures, or release information in any form to the press, associations, or trade groups and the like, on subjects relating to the Company’s business or technical fields in which the Company is interested without the prior written approval of the Company.

9. In the event that the Company shall cease doing business and no successor or assign of the Company continues or carries on such business then the Employee shall be relieved of his/her obligations under paragraph 9 hereof.

10. Nothing herein shall be construed as defining the Contractor’s terms of contract or limiting in any way the right of the Company or the Employee’s right to terminate the same.

11. This Agreement shall enure to the benefit of and be binding upon the successors and assigns of the Company, and the provisions as to the execution of documents, and to the return of drawings, memoranda, notes or documents which are the property of the Company and, to the extent possible, the obligation not to publish or otherwise disclose shall be binding upon the Employee’s heirs, executors and administrators.

12. The invalidity of any portion of this agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any portion of this agreement is invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to expungement of the invalid provision and the parties will negotiate in good faith to replace the severed provision with another lawful one which has to the extent lawfully possible, the same economic effect on the parties hereto.

13. This agreement shall be governed by the laws of the Province of Ontario. This agreement shall survive the termination of any other relationship of the Employee and the Company

SIGNATURES

CONTRACTOR

By:	/s/ Robert Williams
Employee:	Robert Williams
Date	October 21, 2011
BIO-CARBON SOLUTIONS INTERNATIONAL INC
By:	/s/ Luc C Duchesne
Director:	Luc C Duchesne
Date	October 21, 2011

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EX-10.3

RESIGNATION

BIO-CARBON SOLUTIONS INTERNATIONAL INC

(F/K/A ELEMENTAL PROTECTIVE COATINGS INC)

To: The Shareholders of Bio-carbon Solutions International Inc

I, John S. Wilkes, hereby resign from the Board of Directors of BIO-CARBON SOLUTIONS INTERNATIONAL INC effective immediately.

DATED the 23RD day of October, 2011

/s/ John Wilkes

John S Wilkes

EX-10.4

RESOLUTION OF THE SHAREHOLDERS

OF

BIO-CARBON SOLUTIONS INTERNATIONAL (the “Corporation”)

Pursuant to the Laws of the State of Nevada, as amended from time to time, the following resolution in writing is signed, and thereby passed, by the undersigned who are 70% of the shareholders who would be entitled to vote on such resolution at a meeting of the shareholders of the Corporation.

WHEREAS the shareholders previously authorized a board of directors of up to 3 members;

AND WHEREAS Robert Williams has accepted to act as director of the corporation;

NOW THEREFORE BE IT RESOLVED THAT:

1. Robert Williams be, and he hereby are, elected as director of the Corporation;

Dated as of the 23rdday of October, 2011.

/s/ Luc C Duchesne

Luc C Duchesne

Director

EX-10.5

TO: BIO-CARBON SOLUTIONS INTERNATIONAL INC

AND TO: THE DIRECTORS AND SHAREHOLDERS THEREOF

CONSENT TO ACT AS A DIRECTOR AND TO PARTICIPATION BY TELEPHONE IN MEETINGS OF DIRECTORS

The undersigned hereby:

1. represents that the undersigned is not less than 18 years of age,

2. consents to act as a director of the Corporation and agrees that this consent shall remain in full force and effect until an instrument in writing signed by the undersigned revoking it is received by the Corporation; provided always that this consent shall not in any way restrict the undersigned’s right to resign as a director of the Corporation, whether or not this consent has been revoked as aforesaid and shall cease to be of any further force or effect at such time as the undersigned resigns as a director of the Corporation; and

3. consents to the participation by any director of the Corporation in any meeting of the directors of the Corporation or in any meeting of a committee of the directors of the Corporation by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously; provided that this consent shall remain in full force and effect until an instrument in writing signed by the undersigned revoking it is received by the Corporation.

Dated as of the day of  23 rd October, 2011.

Robert Williams

EX-10.6

MINERAL RIGHTS ASSIGNMENT

Mineral Rights Assignment (the "Assignment") is effective October 21, 2011, and is by and between Bio-Carbon Solutions International, Inc. (herein referred to as “BICS”) a State of Nevada corporation, and Mr. Matthew Sacco, (herein referred to as “Sacco”).

RECITALS

WHEREAS, Sacco (the “Buyer”) is the owner of various mineral rights and desires to acquire shares of common stock of Bio-Carbon Solutions International, Inc.; and

WHEREAS, Bio-Carbon Solutions International, Inc. desires to sell shares of its common stock in exchange for the Mineral Rights.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein and in reliance upon the representations and warranties contained herein, the parties hereto covenant and agree as follows:

1. Assignment of Mineral Rights.  Sacco hereby assigns 100% interest of Blackfly Exploration & Mining; the mineral rights Sacco owns in the properties set forth in exhibit “A” attached hereto (the “Mineral Rights”)  to Bio-Carbon Solutions International, Inc.  

2. Further Assurances.

a. Sacco agrees to give further assurances as Bio-Carbon Solutions International, Inc. may reasonably request in the future as may be desirable to protect the interest of Bio-Carbon Solutions International, Inc. in the Mineral Rights.

b. At the time of transfer, BICS will be, the sole beneficial owner(s) of a 100% undivided interest in and to the Properties free and clear of all liens, charges and claims of others, and no taxes or rentals are or will be due in respect of any thereof;

c. There is no adverse claim or challenges to the ownership of or title to the Property nor to the knowledge of Sacco is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Vendor’s interest in the Property or any portion thereof;

d. The mineral claims comprising the Properties have been properly staked and recorded and are in good standing in the mining division in which they were recorded; and

e. Sacco to the best of their knowledge, any predecessor in interest or title of the Buyer to the Properties has done anything whereby the Property may be subject to any lien, adverse claim, option to purchase or acquire or other encumbrance.

3. Issuance of Common Stock.    In consideration of this Assignment, Bio-Carbon Solutions International, Inc. agrees to issue restricted shares of its common stock to Sacco.  Delivery of the Shares shall be on or before October 31, 2011, registered in the name of Sacco and/or his assigns and such shares shall be issued on a per claim basis as BICS exercises its mineral rights for each Tract as per table shown below.  It is also understood that the Mineral Rights extend to all Rare Earth Metals and other minerals excluding the Mineral rights for Gold.

Map Sheet Reference	Tract		Claims	Shares Issued
11 E 11 B		79	NO		6,000,000
11 E 11 B		89	ABCF*GHJK*LOPQ		6,000,000
11 E 11 B		90	CDEF*LMNO		6,000,000
11 E 11 B		103	CD		6,000,000
11 E 11 B		104	ABC		6,000,000

Once all Tracts and Claims have been exercised by BICS, Sacco will have purchased a total of 30,000,000 restricted shares of BICS’ common stock.  Such exercise of each Tract and Claim shall be evidenced by Notice to Exercise Form by both parties as shown in Exhibit “C”.

BICS shall have a period of six months to give notice of intent to acquire the Gold Mineral rights   for a further 20,000,000 Restricted Common Shares of Bio-Carbon Solutions International, Inc.

4. Covenant of BICS.  BICS shall be subject to the following covenant. BICS shall make the following covenant a condition and a part of any future disposition of its ownership in the Mineral Rights:

A. "The Buyer and the Buyer's heirs, successors and assigns agree that Bio-Carbon Solutions International, Inc. and its heirs, successors and assigns will ensure that the yearly License renewal fees due on or about the 28th of October for License # 09388 be promptly paid along with the yearly work requirements of $5,400. Total costs along with License fees to be $5,724 per year.   The Buyer and the Buyer's heirs, successors and assigns agree that Bio-Carbon Solutions International, Inc. and its heirs, successors and assigns shall be entitled to promptly receive profits and distributions (whether in cash or in-kind) pro rata to their percentage ownership in the Mineral Rights. The purpose of this covenant is to ensure that Bio-Carbon Solutions International, Inc. and its heirs, successors and assigns keep the Mineral Rights and Exploration License in good standing with the Nova Scotia Natural Resources.

B. Bio-Carbon Solutions International, Inc. and its heirs, successors and assigns will ensure that the following minimum expenditures are met in order to properly explore the property for minerals, failing which if such expenditures are not met, then mineral rights of said property shall revert back to Sacco:

             i. $250,000 (two hundred and fifty thousand dollars) before the end of the first year of the time this assignment has been duly executed; and 

             ii. $700,000 (seven hundred thousand dollars) before the end of the second year of the time this assignment has been duly executed; and 

             iii. $1,050,000 (one-million fifty thousand dollars) before the end of the third year of the time this assignment has been duly executed.

C. In the event that Bio-Carbon Solutions International, Inc. Does not meet the expenditures as outline in Section 4(B), then for every quarter that Bio-Carbon Solutions International, Inc. has not met their minimal expenditure requirements, then Sacco shall receive a further 500,000 shares for every quarter these expenditures are not met.

D. In the event that property does not contain minerals of commercial value and exploration is subsequently abandoned, BICS shall claw back Eighty Percent (80%) of the shares issued to Sacco.

5. The parties hereto and their heirs, successors and assigns agree that Bio-Carbon Solutions International, Inc., a State of Nevada corporation, is an intended third party beneficiary of this Assignment.

6. This Mineral Rights Assignment supersedes all previous mineral rights assignments between the parties.

7. This Agreement may be subject to the approval of the appropriate regulatory authorities and the parties agree to use their respective best efforts to obtain such approval, as well as to execute such reasonable amendments as may reasonably be required to obtain such approval.

8. This Agreement shall be construed in accordance with the laws in force from time to time in the Province of Ontario.

9. This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.

BIO-CARBON SOLUTIONS INTERNATIONAL, INC.

By:	/s/Luc C Duchesne	Date: October 21, 2011
	Dr. Luc C. Duchesne, President & CEO
MATTHEW SACCO
By:	/s/Matthew Sacco	Date: October 21, 2011
	Matthew Sacco

EXHIBIT ‘A’

MINERAL RIGHTS OWNERSHIP

ATTACHED

EXHIBIT ‘A’

Cont’d

EXHIBIT “B”

EXPLORATION LICENSE AND CLAIMS

ATTACHED

EXHIBIT “C”

NOTICE TO EXERCISE CLAIMS AND TRACT OF

BLACKFLY EXPLORATION & MINING

-and-

NOTICE TO PURCHASE RESTRICTED COMMON SHARES OF

BIO-CARBON SOLUTIONS INTERNATIONAL, INC.

Bio-Carbon Solutions International, Inc. Hereby gives notice to exercise its option for the mineral rights as described under the terms and conditions of this Mineral Rights Assignment Agreement for the Tract, Claims and Map Sheet, situated at or near Warwick Mountain in the County of Colchester, described as:

MAP SHEET:11 E 11 B

TRACT:              ________

CLAIMS:            _______________________________________

Shares Issued:   _____________________, Restricted Common Shares of

Bio-Carbon Solutions International, Inc.

Date of Exercise:__________________

Matthew Sacco and/or his assigns hereby agrees to purchase ___________________, Restricted Common Shares of Bio-Carbon Solutions International, Inc. for the assignment of the Mineral Rights as described in the table above.

BIO-CARBON SOLUTIONS INTERNATIONAL, INC.

By:		Date:
	Dr. Luc C. Duchesne, President & CEO
MATTHEW SACCO
By:		Date:
	Matthew Sacco

EX-10.7

MINERAL RIGHTS ASSIGNMENT

Mineral Rights Assignment (the "Assignment") is effective October 21, 2011, and is by and between Bio-Carbon Solutions International, Inc. (herein referred to as “BICS”) a State of Nevada corporation, and Mr. Matthew Sacco, (herein referred to as “Sacco”).

RECITALS

WHEREAS, Sacco (the “Buyer”) is the owner of various mineral rights and desires to acquire shares of common stock of Bio-Carbon Solutions International, Inc.; and

WHEREAS, Bio-Carbon Solutions International, Inc. desires to sell shares of its common stock in exchange for the Mineral Rights.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein and in reliance upon the representations and warranties contained herein, the parties hereto covenant and agree as follows:

1. Assignment of Mineral Rights.  Sacco hereby assigns 100% interest of Clear Lake Resources; the mineral rights Sacco owns in the properties set forth in exhibit “A” attached hereto (the “Mineral Rights”)  to Bio-Carbon Solutions International, Inc.  

2. Further Assurances.

a. Sacco agrees to give further assurances as Bio-Carbon Solutions International, Inc. may reasonably request in the future as may be desirable to protect the interest of Bio-Carbon Solutions International, Inc. in the Mineral Rights.

b. At the time of transfer, BICS will be, the sole beneficial owner(s) of a 100% undivided interest in and to the Properties free and clear of all liens, charges and claims of others, and no taxes or rentals are or will be due in respect of any thereof;

c. There is no adverse claim or challenges to the ownership of or title to the Property nor to the knowledge of Sacco is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Vendor’s interest in the Property or any portion thereof;

d. The mineral claims comprising the Properties have been properly staked and recorded and are in good standing in the mining division in which they were recorded; and

e. Sacco to the best of their knowledge, any predecessor in interest or title of the Buyer to the Properties has done anything whereby the Property may be subject to any lien, adverse claim, option to purchase or acquire or other encumbrance.

3. Issuance of Common Stock.  In consideration of this Assignment, Bio-Carbon Solutions International, Inc. agrees to issue restricted shares of its common stock to Sacco.   Delivery of the Shares shall be on or before October 31, 2011, registered in the name of Sacco and/or his assigns and such shares shall be issued on a per claim basis as BICS exercises its mineral rights for each Tract as per table shown below.

Map Sheet Reference	Tract		Claims	Shares Issued
11 E 11 B		64	AHJQ		7,500,000
11 E 11 B		65	AB*C*D*E*GHJ*K*L
			M*N*O*P*Q		7,500,000
11 E 11 B		66	A*B*C*DEF*G*H*J*K
			L*M*N*O*P*Q		7,500,000
11 E 11 B		67	ABCD*EFG*H*JKL*M
			NOP*Q		7,500,000
11 E 11 B		68	CDEF*LMNO		7,500,000
11 E 11 B		80	ABCD*EFG*H*JKL*M
			NOP*Q		7,500,000
11 E 11 B		81	AH		5,000,000

Once all Tracts and Claims have been exercised by BICS, Sacco will have purchased a total of 50,000,000 restricted shares of BICS’ common stock.  Such exercise of each Tract and Claim shall be evidenced by Notice to Exercise Form by both parties as shown in Exhibit “C”.

4. Covenant of BICS.  BICS shall be subject to the following covenant. BICS shall make the following covenant a condition and a part of any future disposition of its ownership in the Mineral Rights:

A. "The Buyer and the Buyer's heirs, successors and assigns agree that Bio-Carbon Solutions International, Inc. and its heirs, successors and assigns will ensure that the yearly License renewal fees due on or about the 28th of October for License # 08996 be promptly paid along with the yearly work requirements of $5,400. Total costs along with License fees to be $5,724 per year.   The Buyer and the Buyer's heirs, successors and assigns agree that Bio-Carbon Solutions International, Inc. and its heirs, successors and assigns shall be entitled to promptly receive profits and distributions (whether in cash or in-kind) pro rata to their percentage ownership in the Mineral Rights. The purpose of this covenant is to ensure that Bio-Carbon Solutions International, Inc. and its heirs, successors and assigns keep the Mineral Rights and Exploration License in good standing with the Nova Scotia Natural Resources.

B. Bio-Carbon Solutions International, Inc. and its heirs, successors and assigns will ensure that the following minimum expenditures are met in order to properly explore the property for minerals, failing which if such expenditures are not met, then mineral rights of said property shall revert back to Sacco:

i. $250,000 (two hundred and fifty thousand dollars) before the end of the first year of the time this assignment has been duly executed; and

ii. $700,000 (seven hundred thousand dollars) before the end of the second year of the time this assignment has been duly executed; and

iii. $1,050,000 (one-million fifty thousand dollars) before the end of the third year of the time this assignment has been duly executed.

C. In the event that Bio-Carbon Solutions International, Inc. Does not meet the expenditures as outline in Section 4(B), then for every quarter that Bio-Carbon Solutions International, Inc. has not met their minimal expenditure requirements, then Sacco shall receive a further 500,000 shares for every quarter these expenditures are not met.

D.  In the event that property does not contain minerals of commercial value and exploration is subsequently abandoned, BICS shall claw back Eighty Percent (80%) of the shares issued to Sacco.

5. The parties hereto and their heirs, successors and assigns agree that Bio-Carbon Solutions International, Inc., a State of Nevada corporation, is an intended third party beneficiary of this Assignment.

6. This Mineral Rights Assignment supersedes all previous mineral rights assignments between the parties.

7. This Agreement may be subject to the approval of the appropriate regulatory authorities and the parties agree to use their respective best efforts to obtain such approval, as well as to execute such reasonable amendments as may reasonably be required to obtain such approval.

8. This Agreement shall be construed in accordance with the laws in force from time to time in the Province of Ontario.

9. This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.

BIO-CARBON SOLUTIONS INTERNATIONAL, INC.

By:	/s/ Luc C Duchesne	Date:	October 21, 2011
	Dr. Luc C. Duchesne, President & CEO

MATTHEW SACCO

By:	/s/Matthew Sacco	Date:	October 21, 2011
	Matthew Sacco

EXHIBIT ‘A’

MINERAL RIGHTS OWNERSHIP

ATTACHED

EXHIBIT ‘A’

Cont’d

EXHIBIT “B”

EXPLORATION LICENSE AND CLAIMS

ATTACHED

EXHIBIT “C”

NOTICE TO EXERCISE CLAIMS AND TRACT OF

CLEARLAKE RESOURCES, INC.

-and-

NOTICE TO PURCHASE RESTRICTED COMMON SHARES OF

BIO-CARBON SOLUTIONS INTERNATIONAL, INC.

Bio-Carbon Solutions International, Inc. Hereby gives notice to exercise its option for the mineral rights as described under the terms and conditions of this Mineral Rights Assignment Agreement for the Tract, Claims and Map Sheet, situated at or near Johnston Lake in the County of Colchester, described as:

MAP SHEET:	11 E 11 B
TRACT:	________
CLAIMS:	_______________________________________
Shares Issued:	_____________________, Restricted Common Shares of
	Bio-Carbon Solutions International, Inc.
Date of Exercise:	__________________

Matthew Sacco and/or his assigns hereby agrees to purchase ___________________, Restricted Common Shares of Bio-Carbon Solutions International, Inc. for the assignment of the Mineral Rights as described in the table above.

BIO-CARBON SOLUTIONS INTERNATIONAL, INC.

By:		Date:
	Dr. Luc C. Duchesne, President & CEO

MATTHEW SACCO

By:		Date:
	Matthew Sacco

EX-10.8

EXHIBIT “C”

NOTICE TO EXERCISE CLAIMS AND TRACT OF

BLACKFLY EXPLORATION & MINING

-and-

NOTICE TO PURCHASE RESTRICTED COMMON SHARES OF

BIO-CARBON SOLUTIONS INTERNATIONAL, INC.

Bio-Carbon Solutions International, Inc. Hereby gives notice to exercise its option for the mineral rights as described under the terms and conditions of this Mineral Rights Assignment Agreement for the Tract, Claims and Map Sheet, situated at or near Warwick Mountain in the County of Colchester, described as:

MAP SHEET: 11 E 11 B

TRACT:          __79____

CLAIMS:        _____NO __________________________________

Shares Issued: _6,000,000______________, Restricted Common Shares of

Bio-Carbon Solutions International, Inc.

Date of Exercise:_October 23, 2011______________

Matthew Sacco and/or his assigns hereby agrees to purchase ___6,000,0000_________, Restricted Common Shares of Bio-Carbon Solutions International, Inc. for the assignment of the Mineral Rights as described in the table above.

BIO-CARBON SOLUTIONS INTERNATIONAL, INC.

By: /s/ Luc C Duchesne
	Date:	October 23, 2011
Dr. Luc C. Duchesne, President & CEO
MATTHEW SACCO
By: /s/ Matthew Sacco
	Date:	October 23, 2011
Matthew Sacco

EXHIBIT “C”

NOTICE TO EXERCISE CLAIMS AND TRACT OF

CLEAR LAKE RESOURCES INC

-and-

NOTICE TO PURCHASE RESTRICTED COMMON SHARES OF

BIO-CARBON SOLUTIONS INTERNATIONAL, INC.

Bio-Carbon Solutions International, Inc. Hereby gives notice to exercise its option for the mineral rights as described under the terms and conditions of this Mineral Rights Assignment Agreement for the Tract, Claims and Map Sheet, situated at or near Warwick Mountain in the County of Colchester, described as:

MAP SHEET: 11 E 11 B

TRACT:          ___64___

CLAIMS:        _AHJQ_______________________

Shares Issued: ___7,500,000_________________, Restricted Common Shares of

Bio-Carbon Solutions International, Inc.

Date of Exercise:__October 23, 2011______________

Matthew Sacco and/or his assigns hereby agrees to purchase __7,500,000______________, Restricted Common Shares of Bio-Carbon Solutions International, Inc. for the assignment of the Mineral Rights as described in the table above.

BIO-CARBON SOLUTIONS INTERNATIONAL, INC.

By: /s/ Luc C Duchesne
	Date:	October 23, 2011
Dr. Luc C. Duchesne, President & CEO
MATTHEW SACCO
By:  /s/ Mathew Sacco
	Date:	October 23, 2011
Matthew Sacco

EX-10.9

EXHIBIT “C”

NOTICE TO EXERCISE CLAIMS AND TRACT OF

BLACKFLY EXPLORATION & MINING

-and-

NOTICE TO PURCHASE RESTRICTED COMMON SHARES OF

BIO-CARBON SOLUTIONS INTERNATIONAL, INC.

Bio-Carbon Solutions International, Inc. Hereby gives notice to exercise its option for the mineral rights as described under the terms and conditions of this Mineral Rights Assignment Agreement for the Tract, Claims and Map Sheet, situated at or near Warwick Mountain in the County of Colchester, described as:

MAP SHEET:	11 E 11 B
TRACT:	__89____
CLAIMS:	_ABCF*GHJK*LOPQ__________________________________
Shares Issued:	_6,000,000______________, Restricted Common Shares of Bio-Carbon Solutions International, Inc.
Date of Exercise:	_October 26, 2011______________

Matthew Sacco and/or his assigns hereby agrees to purchase ___6,000,0000_________, Restricted Common Shares of Bio-Carbon Solutions International, Inc. for the assignment of the Mineral Rights as described in the table above.

BIO-CARBON SOLUTIONS INTERNATIONAL, INC.
By:  /s/ Luc C Duchesne	Date: __October 26, 2011_________
Dr. Luc C. Duchesne, President & CEO
MATTHEW SACCO
By: /s/ Matthew Sacco	Date: __October 26, 2011_________
Matthew Sacco