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EXHIBIT 10.7
Page 1 of 4
RELEASE AND INDEMNIFICATION AGREEMENT
This AGREEMENT, RELEASE and INDEMNIFICATION (herein "AGREEMENT")
is entered into
this 11th day of June, 2007 between Dhanoa Minerals Ltd.
("Dhanoa" or "the
corporation"), and Vare Grewal ("GREWAL"), and Pacific Imperial
Capital
("Pacific") (GREWAL's consulting company) and Balwant Grewal
("Balwant")
(collectively "the parties").
WHEREAS, GREWAL has previously served as DHANOA'S assistant
treasurer,
and his consulting company, PACIFIC has provided extensive
valuable
consulting services to DHANOA, including but not limited to
administrative services, locating and negotiating acquisitions,
hiring
and managing key personnel, executives and professionals, and
providing
investor relation services. GREWAL has resigned from all
positions
within the corporation and PACIFIC has terminated its
relationship
providing consulting services for DHANOA. Further, BALWANT
has
previously served DHANOA as a Director, its President and
Chief
Executive Officer.
WHEREAS, GREWAL, while serving as the assistant treasurer of
the
company, committed the company to certain expenses that the
previous
Board of Directors did not authorize. Additionally, GREWAL, on
behalf
of DHANOA, made certain expenditures that lacked adequate
supporting
documents. Those total unauthorized and undocumented
expenditures total
$994,995.
WHEREAS, DHANOA recognizes and agrees that GREWAL, while serving
as the
assistant treasurer, acted in the best interest of DHANOA
and
acknowledges that, although the expenses were undocumented
and/or
unauthorized, they were never-the-less made in the interests of
DHANOA
and in the furtherance in the business of DHANOA. Moreover,
DHANOA
recognizes that GREWAL never intended to cause harm to DHANOA
nor did
GREWAL violate any law. Moreover, the incoming president has
reviewed
all the company's books, records, cheques, contracts, and
press
releases and is satisfied with the accuracy of the content of
the same
to the date of this agreement.
WHEREAS, GREWAL wishes to reimburse DHANOA for the amount of
the
unauthorized and/or undocumented expenses in the amount of
$994,995
plus agreed upon interest of $5,005. ("consideration"). The
consideration totaling $1,000,000 is being held in ESCROW in the
CLIENT
TRUST ACCOUNT of Stephen A. Zrenda, Jr. P.C. until this
Agreement and
Release is executed by all parties.
WHEREAS, DHANOA, and its Officers and Directors, wish to
release
GREWAL, PACIFIC and BALWANT from any and all potential or
actual
claims, past, present or future, that it may have against
GREWAL,
PACIFIC and BALWANT.
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Page 2 of 4
WHEREAS, DHANOA wishes to fully INDEMNIFY and hold harmless
GREWAL,
PACIFIC and/or BALWANT should any past or present officer, past
or
present director, subsidiary (Promenasa, S.A.) affiliate
(Overseas
Mining, S.A) and/or subcontractor (Invictacorp, S.A.) of the
corporation ever assert(s) any cause of action or claim relating
to
GREWAL's service to the corporation as the assistant treasurer
and/or
consultant to the corporation and/or BALWANT's service to
the
corporation as a director, President and Chief Executive
Officer.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the
parties agree as follows:
RELEASES: For good and valuable consideration, the receipt of
which is hereby
acknowledged, DHANOA the corporation, DHANOA's past, present and
future
executives, DHANOA's past, present and future board members,
hereby releases,
cancels, forgives and forever discharges GREWAL, PACIFIC and
BALWANT from all
actions, claims, demands, damages, obligations, liabilities,
controversies
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