|
Exhibit 10.1
FINAL RELEASE AND SETTLEMENT AGREEMENT
This
agreement is made to be effective as of the 11th day of
September, 2007, by and between Tidelands Oil & Gas
Corporation (“TIDE”), a Nevada corporation having
its principal office at 1862 Bitters Road, Building No. 1, San
Antonio, Bexar County, Texas 78248, its wholly owned
subsidiary, Tidelands Exploration & Production, Inc.
(“TEPI”), a Texas corporation; Michael Ward and
Royis Ward (“WARD”) individuals residing at 13707
Bluffgate, San Antonio, Bexar County, Texas 78216; Bentley
Energy Corp. (“BENTLEY”) located at
_________________, San Antonio, Bexar County, Texas; and
Regency Energy, Inc. (“REGENCY”) located at
____________________, San Antonio, Bexar County,
Texas. TIDE, TEPI, WARD, BENTLEY and REGENCY are
collectively referred to herein as the
“Parties.”
RECITALS
WHEREAS, WARD served as a
Director of, and as the President and Chief Executive Officer
of TIDE; and
WHEREAS, there was a
disagreement between WARD and the other Directors of TIDE
regarding the financial and operational governance of the
company; and
WHEREAS, WARD resigned as
a director and officer of TIDE and further resigned from all
manager, director, and/or officer positions of all
subsidiaries of TIDE on or about December 8, 2006;
and
WHEREAS, TIDE and WARD
executed an agreement effective December 8, 2006
(“AGREEMENT”), a true and correct copy of which
is attached hereto as Exhibit No. 1, to resolve all remaining
matters between them in an amicable fashion and finalizing
WARD’s separation from TIDE; and
WHEREAS, in July 2006,
TIDE formed its wholly owned subsidiary, TIDELANDS
EXPLORATION & PRODUCTION, INC. (“TEPI”);
and,
WHEREAS, on or about July
9, 2006, TEPI entered into an agreement with REGENCY for a
fifty percent (50%) interest in a twenty-four (24) mile
natural gas pipeline located in Medina, Atascosa, and Bexar
Counties; and
WHEREAS, in connection
with the transaction, TEPI entered into a Participation
Agreement and a Joint Operating Agreement with REGENCY;
and
WHEREAS, TIDE has invested
the sum of $510,000.00 pursuant to the terms of the
Participation Agreement and/or the Joint Operating Agreement;
and
WHEREAS, by correspondence
dated February 20, 2007, TIDE advised WARD of a dispute
pursuant to the AGREEMENT alleging that WARD owed TIDE the
approximate sum of $510,000.00 as a result of its transaction
with REGENCY; and
WHEREAS, TIDE and TEPI are
in default pursuant to the terms of the Participation
Agreement and/or the Joint Operating Agreement;
and
WHEREAS, TIDE has ceased
payment of its salary obligations to WARD pursuant to the
terms of the AGREEMENT; and
WHEREAS, the issues and
allegations between the Parties are disputed, but the Parties
desire to avoid the cost of litigation and amicably resolve
such disputes;
WHERAS, TIDE has sued
WARD, BENTLEY and REGENCY; and
WHEREAS, WARD has agreed
to assume the past, present and future obligations of TEPI
pursuant to the terms of the Participation Agreement and the
Joint Operating Agreement with REGENCY and to pay to TIDE the
sum of $280,000.00 on the terms and conditions set forth
herein, and the parties and their respective directors,
officers and agents desire to have no further litigation
between them.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing recitals, the
mutual promises and payments described herein, and other good
and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as
follows:
I. WARD’S
OBLIGATIONS
A. WARD
shall pay to TIDE the sum of $280,000.00, on or before October
1, 2007 in the form of a wire or cashier’s
check.
B. WARD
shall bring current, assume and be solely responsible for
performing all of TEPI’s past, present and future
obligations pursuant to the terms of the agreements with
REGENCY from and
|
