AGREEMENT AND
RELEASE
This Agreement
(the “Agreement”) is dated February __, 2007 and is
made by and between Armitage Mining Corp. (“AMC”), on
one hand, and Michael Potts (“MP”).
WHEREAS , MP is the owner of 600,000 shares of common
stock of AMC (the “MP Shares”);
WHEREAS , AMC was formed to engage in the acquisition,
exploration and development of natural resource properties (the
“Business”)
WHEREAS , AMC has been unable to develop the Business to
justify the expense of remaining as a public
corporation;
WHEREAS , AMC has entered into and closed a Share
Exchange Agreement with the shareholders of Golden Autumn Holdings
Inc., a Delaware corporation (“Golden Autumn”),
pursuant to which AMC is issuing the shareholders of Golden Autumn
17,032,970 shares of common stock of AMC in consideration of all of
the outstanding securities of Golden Autumn;
WHEREAS , AMC no longer desires to develop the Business
and has elected to dispose of the Subsidiary;
WHEREAS , AMC and MP have elected to enter into this
Agreement pursuant to which will sell all securities of AMC to MP
in consideration for the return of the MP Shares to AMC for
cancellation;
WHEREAS , without admitting and specifically denying
potential liability and in order to avoid further expense, costs,
and time to litigate the any potential dispute between the parties
AMC and MP have reached a full and final agreement regarding the
sale of the assets of AMC and return for cancellation of the MP
Shares; and
NOW, THEREFORE , in consideration of the mutual conditions and
covenants contained in this Agreement, and for other good and
valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, it is hereby stipulated, consented to and
agreed by and between AMC and MP as follows:
1. MP agrees to return to AMC the MP Shares for
cancellation.
2. In consideration for the items set forth in
Section 1 above, AMC agrees to transfer all of the assets of AMC to
MP.
3. In consideration of receiving the assets of AMC,
MP releases and discharges AMC , AMC’s shareholders,
directors, officers, successors, administrators, attorneys,
insurers, agents, and assigns from all actions, cause of action,
suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims, and demands whatsoever, in law,
admiralty or equity, against AMC, AMC’s shareholders,
directors, officers, successors, administrators, attorneys,
insurers, agents, and assigns that MP or h
