Share Purchase Agreement with Rossland Asset Management Ltd. for the acquisition of DSL Products Limited, dated December 30, 2011

The Target carries on the business of the distribution and sale of hand held tools.

The Seller owns and controls 100% of the outstanding securities of the Target.

The Seller has agreed to sell, and the Buyer has agreed to buy, the business of the Target by the purchase of a 100% of the outstanding securities of the Target.

"Accounts Receivable" means any account receivable of the Business payable to the Target on the day immediately preceding the day of the Closing Time;

"Affiliate", concerning any Party, means a corporation which Controls, is Controlled by, or is under common Control with, that Party;

"Agreement", "this Agreement", and "the Agreement" refer to this agreement as it may be amended or supplemented from time to time;

"Assets" means all the assets, property, and undertaking, other than Excluded Assets, owned and used by the Target, or held by it for use in, the Business, including but not limited to those shown in the balance sheet comprised in the Books and Records, and the following:

the right, title, and interest of the Target in the Leases, the Leased Premises, and any Leasehold Improvements,

the Accounts Receivable,

the Inventory,

the Equipment,

the Intellectual Property,

the Goodwill of the Business,

the interest of the Target in the Material Contracts,

the interest of the Target in the Assumed Indebtedness,

the Prepaids,

the interest of the Target in the Licences, and

the interest of the Target in the Equipment Leases;

any cash, bank balance, money in possession of any bank or other depository, term deposit, and similar cash property, owned by the Seller at the Closing Time;

the corporate records of the Target;

any non-transferable licence, permit, or approval, of any governmental authority relating to the Business;

the interest of the Target in the Insurance Policies.

"Assumed Indebtedness" means the indebtedness of the Target described in Schedule 5;

"Books and Records" means the books and records of the Target as described in paragraph 7.1(e);

"Business" means the business carried on by the Seller and based in Ontario, Canada;

"Business Day" means any day from Monday to Friday, inclusive, except for any day that is a statutory holiday in Ontario;

"Closing Time" means the time set out for closing described in paragraph 12.1;

"Control" includes, without limitation, directly or indirectly owning shares having more than 50% of the votes entitled to be cast to elect the directors of a corporation and "Controlled" includes, without limitation, a corporation which is under Control;

"Environmental, Health and Consumer Protection Laws" means any applicable federal, state, provincial, municipal or local laws, regulations, orders, governmental decrees or ordinances concerning environmental, consumer protection, health, or safety matters;

"Equipment" means all tangible personal property used in connection with the Business, including that described in Schedule 2, but excluding the tangible personal property leased under the Equipment Lease;

"Equipment Leases" means the leases of personal property described in Schedule 8;

"Excluded Assets" means: None

"Generally Accepted Accounting Principles" means accounting principles consistently applied and generally accepted in the United States, and recommended in the handbook of the Institute of Certified Public Accountants, as those principles may be amended from time to time;

"Goodwill" means every advantage and benefit connected with the Business and the reputation of the Business, and includes the exclusive right of the Buyer to represent itself as carrying on the Business in succession to the Seller, and all right, title, and interest of the Target in the name DSL (and associated names and marks), and any records and information relating to suppliers, customers, contractor and employees of the Business;

"Hazardous Substance" means any pollutant, contaminant, waste, special or hazardous waste, toxic or hazardous substance or material which, when released into the natural environment is likely to cause harm or risk to the natural environment or to human or animal health, including without limitation, any substance considered hazardous under Environmental Laws, Health and Consumer Protection Laws;

"Intellectual Property" means all the right, title and interest of the Target in all registered and unregistered trademarks, trade or brand names, copyrights, patents, applications and licenses for any of the foregoing, computer software and other data processing material, designs, inventions, trade secrets, formulae, processes, procedures, research, market information, franchises, and other rights used in connection with the Business, including the intellectual property described in Schedule 7;

"Inventory" means any inventory of raw material, work in progress, stock in trade, finished goods, supplies, packaging and advertising and publicity materials, pertaining to the Business wherever located, and whether on consignment or not;

"Leasehold Improvements" means the leasehold improvements located on the Leased Premises;

"Leases" means the leases or agreements in the nature of a lease, of real property, to which the Target is a party, whether as landlord or tenant, which relate to the Business, including the leases listed in Schedule 3 and the lease of the Leased Premises;

"Licences" means any licence, permit, or other operating authority, relating to the Business issued by any governmental authority, and which is transferable including those listed in Schedule 11;

"Material Contracts" means the contracts, and agreements, relating to the Business described in Schedule 4, and includes any other agreement entered into by the Target in the ordinary course of business between the date of this Agreement and the Closing Time, which is consented to in writing by the Buyer. Material Contracts shall include, without limitation, all manufacturing, supply, sales, distribution, employment, and consulting agreements related to the Business.

"Material Damage" means any damage to, or destruction of, any of the Assets that cannot be repaired, or restored, in the opinion of the Buyer acting reasonably, within 60 days after the occurrence of that damage or destruction;

"Part", "paragraph", and "Schedule" followed by a number or letter refer to the specified Part, paragraph, or Schedule of this Agreement;

"Parties" means the Seller, the Buyer, and the Target, and their respective successors and assigns, and "Party" means any one of the Parties;

"Permitted Encumbrances" means any of the encumbrances listed in Schedule 9;

"Person" means an individual, a corporation, a society, a partnership, a government or any government department or agency, a trustee, any unincorporated organization, and includes the heirs and legal representatives of an individual;

"Period" means the period described in paragraph 14.2(b);

"Prepaids" means any deposit or prepaid expense relating to the Business, to the extent they are transferrable;

"Prime Rate" means, for any day, the rate of interest expressed as a rate per annum that the Royal Bank of Canada declares, at its head office in Toronto as a reference rate of interest that it will charge on that day for Canadian dollar loans to its corporate customers in Canada, and which it refers to at present as its Prime Rate;

"Purchase Price" means the purchase price set out in paragraph 2.2;

"Related Person" concerning any Party means:

a relative of that Party, or relative of a spouse of that Party,

any Affiliate of that Party,

any partnership in which that Party is a partner,

any firm, association, syndicate or other business enterprise in which the Party or a spouse of the Party is a principal, agent, shareholder, officer, employee or in any other manner engaged by or concerned with,

any trust or estate in which that Party has any beneficial interest, and

any spouse of a Party;

"Restricted Period" means the period described in paragraph 15.1.

"Insurance Policies" means all policies of insurance maintained by the Target, whether in relation to the Business or otherwise, described in Schedule 10, hereto.

Schedules. The following attached Schedules form part of this Agreement:

100% to the Value of the Target Shares.

the Seller is not acquiring the Consideration Shares for the account or benefit of, directly or indirectly, any U.S. Person;

the Seller is not a U.S. Person;

the Seller is resident in the jurisdiction set out on the signature page of this Agreement;

the sale of the Consideration Shares to the Seller as contemplated in the Agreement complies with or is exempt from the applicable Consideration Shares legislation of the jurisdiction of residence of the Seller;

the Seller 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 Units in the United States or to U.S. Persons;

the Seller is outside the United States when receiving and executing this Agreement and is acquiring the Consideration Shares as principal for the Seller's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Consideration Shares; and

the Seller is not an underwriter of, or dealer in, the common shares of the Buyer, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Consideration Shares.

Status of Seller. The Seller is a corporation duly incorporated, validly existing, and in good standing under the laws of the Province of Ontario, has the power and capacity to own and dispose of the Target Shares, and to enter into this Agreement and carry out its terms.

Status of the Target. The Target is a corporation duly incorporated, validly existing, and in good standing under the laws of the Province of Ontario, has the power and capacity to carry on the Business, and to enter into this Agreement and carry out its terms.

Authority to Sell. The execution and delivery of this Agreement, and the completion of the transaction contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action of the Seller and of the Target, and this Agreement constitutes a legal, valid, and binding obligation of the Seller and the Target, enforceable against each of them in accordance with its terms, except as may be limited by laws of general application affecting the rights of creditors, and subject to the availability of any equitable remedy in any particular instance.

Sale Will Not Cause Default. Neither the execution and delivery of this Agreement, nor the completion of the purchase and sale contemplated in this Agreement will:

violate any of the terms of the constating documents of the Seller or of the Target, or any order, decree, statute, by-law, regulation, covenant, or restriction, applicable to the Seller, or any of the Assets;

give any person any right to terminate, cancel, or remove any of the Assets;

result in any fee, duty, tax, assessment, or other amount relating to any of the Assets, becoming due or payable, other than provincial social services tax payable by the Buyer in connection with the purchase and sale; or

result in any encumbrance, except the Permitted Encumbrances, on any of the Assets.

Title to Assets. The Target owns and possesses, and has a good and marketable title to, the Assets, free and clear of any security interest, encumbrance, or other claim, except for any Permitted Encumbrances.

Books and Records. The books and records of the Target, a true and complete set of which has been provided to the Buyer, fairly and correctly set out and disclose, in all material respects, in accordance with Generally Accepted Accounting Principles, the financial position of the Target, and all material financial transactions and Assets of the Target have been accurately recorded in those books and records.

Material Change. Since the date of the balance sheet included in the Books and Records there has not been:

any material change in the financial condition of the Business, its liabilities, or the Assets, other than changes in the ordinary course of business, none of which has been materially adverse;

any damage, destruction, loss, or other event, whether or not covered by insurance, materially and adversely affecting the Assets, or the Business;

any material increase in the compensation payable, or to become payable, by the Target to any of its officers, employees, or agents, or any bonus, payment, or arrangement made to or with any of them, except those, if any, agreed to in writing by the Buyer.

Litigation. There is no litigation, or administrative or governmental proceeding, or inquiry pending, or to the knowledge of the Seller and the Target, threatened, against, or relating to, the Target Shares, the Target, the Business, or any of the Assets, nor does the Seller or the Target know of, or have reasonable grounds for believing that, there is any basis for any litigation, proceeding, or enquiry.

Conformity with Laws. Every governmental licence, or permit required for the carrying on, in the ordinary course, of the operations of the Business, has been obtained, and is in good standing, and the carrying on of the operation of the Business is not in breach of any statute, by-law, regulation, covenant, restriction, plan, or permit.

Forward Commitments. Any outstanding forward commitment by, or on behalf of, the Target for the purchase or sale of any of the Inventory has been made in accordance with established price lists of the Target, or its suppliers, or if otherwise, then in accordance with the Target's normal business practice.

Material Contracts, Assumed Indebtedness, Leases, and Licences.

There are no contracts, or agreements, applicable to the Business other than the insurance policies listed in Schedule 10, Material Contracts, Assumed Indebtedness, Leases, Equipment Leases and the Licences.

No Defaults. Except as otherwise expressly disclosed in this Agreement, or in any Schedule to this Agreement, there has not been any default in any obligation to be performed under any of the Leases, Licenses, Intellectual Property rights, Material Contracts, Equipment Leases or Assumed Indebtedness, each of which is in good standing, and in full force and effect, unamended, except as set out in the schedules listing the Leases, Equipment Leases, Material Contracts, Intellectual Property rights, Assumed Indebtedness, and Licences.

Condition of Assets. The Equipment, and Leasehold Improvements are in good condition and repair and the Equipment, and any equipment comprised in the Leasehold Improvements, are in good working order.

Work Orders. There are no local government work orders outstanding against any of the Leased Premises, and the Target has not received any notice of any defect or breach of any bylaw or regulation which, if not corrected, could become a work order.

Environmental, Health, and Consumer Protection Laws. The Target has not violated any Environmental, Health, and Consumer Protection Laws and for greater certainty, without limitation:

the Target has operated the Business at all times and has received, handled, used, stored, treated, shipped and disposed at all times of all Hazardous Substances in strict compliance with all Environmental, Health, and Consumer Protection Laws;

no orders, directions or notices have been issued under any Environmental, Health, and Consumer Protection Law relating to the Business.

Intellectual Property. None of the Assets infringe the rights of any patent, design, trade mark, trade name, copyright or other intellectual property rights.

Status of Buyer. The Buyer is a corporation, duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation, has the power and capacity to enter into this Agreement, and to carry out its terms.

Authority to Purchase. The execution and delivery of this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action on the part of the Buyer, and this Agreement constitutes a legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as limited by laws of general application affecting the rights of creditors, and subject to the availability of any equitable remedy in any particular instance.

Investment Canada Act. The Buyer is not a "Canadian" as defined in Section 3 of the Investment Canada Act.

Conduct of the Business. Until the Closing Time, the Target will conduct the Business diligently, and in the ordinary course, and will use all reasonable efforts to preserve the Assets intact other than a disposition of any of the Assets in the usual and ordinary course of the operation of the Business, to keep available to the Buyer its present employees, and to preserve for the Buyer its relationship with its suppliers, customers, and others having business relations with it.

Access by Buyer. The Target will give to the Buyer and Buyer's lawyers, accountants, and other representatives, full access, during normal business hours, throughout the period from the date of this Agreement to the Closing Time, to all of the properties, books, contracts, commitments, and records of the Target relating to the Business, and the Assets, and will furnish to the Buyer during that period any information reasonably requested by the Buyer.

Insurance. From the date of this Agreement, until the Closing Time, the Target will maintain in full force and effect the policies of insurance described in Schedule 10, and will cause the Buyer or the designees of the Buyer to be added as a named insured under those policies, and to remain as a named insured until the Closing Time.

Obtain Consents. The Seller and the Target will obtain, prior to the Closing Time, all consents, waivers, approvals, and releases as may be required to validly and effectively transfer the Target Shares.

Assets. The Target will take good care of all the Assets and make any necessary repairs and maintenance prior to the Closing Time.

Covenant of Indemnity. The Seller and the Target will, jointly and severally, indemnify and hold harmless the Buyer from and against:

any liability, whether accrued, absolute, contingent, or otherwise, existing at the Closing Time, and which is not agreed to be assumed by the Buyer under this Agreement;

any damage, or loss arising from any misrepresentation, or non-fulfilment of any covenant, on the part of the Seller or the Target under this Agreement, or from any misrepresentation in, or omission from, any certificate, or other instrument, furnished, or to be furnished, to the Buyer under this Agreement; and

any action, suit, proceeding, claim, costs, legal expenses (on a solicitor and own client basis), and any other expense, incidental to any of the liability, damage or loss referred to in paragraph 8.1(g)(i) and paragraph 8.1(g)(ii).

Employees. The Target will pay all employees all wages, salaries, and benefits up to and including the Closing Time. The Seller and the Target will jointly and severally indemnify and save harmless the Buyer from and against any claim by any employee of the Seller whether terminated or not under this Part for wages, salaries, bonuses, pension, or other benefits, severance pay, notice, or pay in lieu of notice, and holiday pay, in respect of any period prior to the Closing Time.

Notice to Buyer. If either the Seller of the Target determines a state of facts exists which will result in an untrue representation, the non-fulfilment of any condition, or any material detrimental change to the Assets or the Business, the Seller or the Target will as soon as is reasonably possible notify the Buyer of such state of facts.

Filings. The Target will make in a timely fashion all tax, governmental and other filings necessary for the proper operation of the Business.

Consents. The Buyer will, at the request of the Seller, execute and deliver applications for consent, assumption agreements, and provide information, as may be necessary to obtain the consents referred to in paragraph 8.1(e), and will assist and co-operate with the Seller in obtaining those consents.

Covenants of the Buyer. The Buyer will:

permit the Seller, and its authorized representatives, upon reasonable notice, access during normal business hours to all documents, books, agreements, records, and files, which relate to the Business and relate to periods prior to the Closing Time in connection with the preparation of any tax and financial reporting matters, audits, legal proceedings, governmental proceedings, and other business purposes.

indemnify and save harmless the Buyer, upon demand, from and against any cost and expense, incurred by the Buyer, arising out of the performance by the Buyer of its obligations under paragraph 9.1(a); and

permit the Buyer, and its authorized representatives, upon reasonable notice, access during normal business hours to all documents, books, agreements, records, and files, which relate to the Business and relate to periods prior to the Closing Time in connection with the preparation of any tax and financial reporting matters, audits, legal proceedings, governmental proceedings, and other business purposes.

written notice of any claim is given by the Seller to the Buyer prior to the Closing Time, and

the aggregate amount of any claim exceeds $10,000

written notice of any claim is given by the Buyer or the Target to the Seller prior to the Closing Time, and

the aggregate amount of any claim exceeds $10,000.

Seller's and Target's Representations. The Seller's and Target's representations contained in this Agreement, and in any certificate or document delivered under this Agreement, or in connection with the transactions contemplated by this Agreement, will be true at, and as of, the Closing Time, as if those representations and warranties were made at, and as of, the Closing Time.

Damage. No Material Damage will have occurred to the Assets.

Seller's and Target's Covenants. The Seller or the Target will have performed any agreement required by this Agreement to be performed by either of them prior to or at the Closing Time.

Consents. The Buyer will have received duly executed copies of the consents or approvals referred to in paragraph 8.1(e).

Buyer's Representations. The Buyer's representations contained in this Agreement will be true at and as of the Closing Time as though those representations were made as of the Closing Time.

Buyer's Covenants. The Buyer will have performed any agreement required by this Agreement to be performed by it at or prior to the Closing Time.

Consents of Third Parties. Any consent or approval required to be obtained by the Seller for the purpose of selling and transferring the Target Shares has been obtained, but this condition may only be relied upon by the Seller if the Seller has diligently exercised all reasonable efforts to procure all consents or approvals required to be obtained under this Agreement, and the Buyer has not waived the need for any consent or approval.

a duly executed instrument of transfer effecting the transfer of the Target Shares, with signatures guaranteed, and, if applicable, any certificate representing the Target Shares, duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed.

all consents or approvals required to be obtained by the Seller for the purpose of validly assigning to the Buyer the Target Shares, any other consent or approval required to give effect to the transactions hereby contemplated;

duly executed releases of, or evidence to the reasonable satisfaction of the Buyer, as to the discharge of any and all liabilities which the Buyer has not agreed to assume, and which may be enforceable against the Target or any of the Assets; and

a certified copy of any resolution of the shareholders, and directors, of the Seller and of the Target as may be required to be passed to authorize the execution and delivery, and implementation, of this Agreement, and of any document to be delivered by the Seller or the Target under this Agreement.

terminate this Agreement by reason of a failure to fulfil the conditions precedent of Part 11;

reduce the Purchase Price, by notice to the Seller and accounting for any insurance proceeds payable to the Target in respect of the Material Damage, by an amount equal to the cost of repair, or, if the assets are destroyed or damaged beyond repair, by an amount equal to the replacement cost of the assets forming part of the Assets that have been damaged or destroyed, and complete the purchase.

The Parties will attempt to resolve any dispute to which this Part applies by mediated negotiation, and will use their best efforts to agree on the choice of a mediator.

If a dispute arises to which this Part applies and which cannot be resolved by mediation within 30 days ("Period") after one Party notifies the other, or others as the case may be, of an intention to mediate the dispute, the Parties will submit the matter to arbitration in accordance with the following:

within 5 days from the end of the Period, the matter will be referred to a single arbitrator with expertise in the matter being arbitrated;

if the Parties cannot agree upon a single arbitrator within the 5 days from the end of the Period, then any Party may apply to the Ontario Superior Court of Justice to have it select an arbitrator;

the arbitrator appointed by the Parties, or the Court, as the case may be, will hand down a decision within 30 days after that arbitrator is appointed;

if that arbitrator does not hand down a decision within that 30 day period, then either Party may, by giving notice to the other, cancel the appointment of the arbitrator, and initiate new arbitration proceedings by a new request and appointment.

submit to the jurisdiction of the Ontario courts,

if not incorporated or registered in Ontario, appoint an agent to receive service of any process in Ontario, and

if any appointed agent is required, notify the other of the name and address of its appointed agent.

any notice or communication required or permitted to be given under the Agreement will be in writing and will be considered to have been given if delivered by hand, transmitted by facsimile transmission or mailed by prepaid registered post in Canada, to the address of each party set out on the first page hereof or to such other address or facsimile transmission number as any party may designate in the manner set out above;

notice or communication will be considered to have been received:

if delivered by hand during business hours on a Business Day, upon receipt by a responsible representative of the receiver, and if not delivered during business hours, upon the commencement of business on the next Business Day;

if sent by facsimile transmission during business hours on a Business Day, upon the sender receiving confirmation of the transmission, and if not transmitted during business hours, upon the commencement of business on the next Business Day; and

if mailed by prepaid registered post in Canada, upon the fifth Business Day following posting; except that, in the case of a disruption or an impending or threatened disruption in postal services every notice or communication will be delivered by hand or sent by facsimile transmission.

Liens for taxes, assessments or governmental charges or levies not at the Closing Time due and delinquent, or the validity of which is being contested at the Closing Time by the Target in good faith if the Buyer is satisfied, or has been provided with appropriate security to ensure, that any contest will not result in forfeiture of any of the Assets;

The lien of any judgment rendered, or claim filed, against the Target which it is contesting in good faith, if the Buyer is satisfied, or appropriate security has been provided to ensure, that any contest will not result in forfeiture of any of the Assets;

Security given to a public utility or any governmental body in connection with the operations of the Target in the ordinary course of its businesses;

The reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown;