Exhibit 10.1 Full Settlement
and Release Agreement
FULL SETTLEMENT AND RELEASE
AGREEMENT
This Agreement is made by and between J. Garry McAllister, Esq.,
individually ("JGM") and as the Managing Member of Corporate
Creditors Committee, LLC, a Utah limited liability company
(“CCC”); Bullion Monarch Company, Inc., a dissolved
Utah corporation and its successors and assigns
(“BMRK”); R. Don Morris, individually and as a current
and former officer/director of BMRK ("D. Morris"); Wayne Pearce
("Pearce"), James A. Morris ("J. Morris") and Peter Passaro
("Passaro"), individually, and Members of CCC and as the other
current and former officers/directors of BMRK (sometimes,
collectively with D. Morris, referred to herein as the
“Directors”); and William Sterling Mason, Esq.
("Mason"), individually and as a Member of CCC, in full and
complete settlement and satisfaction of all claims by and between
the parties, their successors and assigns, excluding only, however,
any claims of the Directors against BMRK. This Agreement shall be
deemed effective as of June 4, 2004. The following recitals shall
be deemed part of the Agreement and incorporated therein by this
reference.
ARTICLE
I
RECITALS
WHEREAS, BMRK
is in the process of a corporate reinstatement or reorganization;
and
WHEREAS, JGM was BMRK’s former counsel and
Assistant Secretary and is a shareholder of BMRK; and
WHEREAS, JGM is the current Managing Member of
CCC; and
WHEREAS, J. Morris, Pearce, Passaro and
Mason are all Members of CCC; and
WHEREAS, D. Morris, J. Morris, Pearce and Passaro
dispute that the structure of CCC, as finalized, was ever
authorized by them or that BMRK ever authorized the execution and
delivery of the Stipulated Settlement Agreement in Full
Satisfaction of all Claims between CCC and BMRK that is referenced
in paragraph 1 below, of which JGM denies, individually and as the
Managing Member of CCC; and
WHEREAS, the parties hereto, including D. Morris,
the Directors and Members of CCC and JGM have acknowledged that the
proposed corporate reinstatement and/or reorganization of BMRK is
in the best interests of BMRK and its shareholders and execute this
Agreement in order to facilitate the reinstatement and
reorganization of BMRK and to compromise and settle all claims by,
between or among them or BMRK, excluding only, however, any claims
of the Directors against BMRK.
NOW THEREFORE, in consideration and
acknowledgement of the foregoing, the parties have entered into the
within Agreement, recognizing that the same is in the best
interests of BMRK and its shareholders, and to the benefit of each
other party hereto.
ARTICLE
II
AGREEMENT
1. JGM
acknowledges, singly and as the current Manager of CCC, that
as part of the proposed corporate reinstatement and reorganization,
the Stipulated Settlement Agreement in Full Satisfaction of all
Claims and Order Thereof entered on January 23, 2003, in the Third
Judicial District Court, Division II, in and for Salt Lake County,
Sandy Department, in Civil Action No. 020414349 (the "Settlement
and Order") between CCC and BMRK will be set-aside and such assets
which were the subject of that Settlement and Order will be
transferred to D. Morris as receiver for BMRK as part of the
planned corporate reinstatement and reorganization, on petition by
D. Morris to such court or governmental agency in which such
proceeding shall be brought by D. Morris or the Directors,
collectively, as part of the corporate reinstatement and
reorganization, subject to the within Agreement.
2. JGM, along with all other CCC Members, in
order to facilitate the corporate reinstatement and reorganization
of BMRK and all related actions, hereby name D. Morris as the
Managing Member of CCC, and JGM hereby resign as the Managing
Member thereof, with the designation of D. Morris as Managing
Member and the resignation of JGM as Managing Member to be
effective on the execution and delivery of this Agreement.
3. In consideration hereof, BMRK, Directors,
the Members of CCC and D. Morris as successor Managing Member of
CCC, hereby agree as follows:
a. That the legal fees, expenses and advances claimed by
JGM to be due and owing to him by BMRK in the amount of $300,000 is
disputed by the Directors and BMRK. JGM, in order to expedite this
Agreement has agreed to compromise his claim to: SEVENTY SEVEN
THOUSAND FIVE HUNDRED DOLLARS ($77,500) and such compromise has
been accepted by BMRK and Directors. Said sum shall be paid within
ten (10) calendar days of the date the Royalty or any part
thereof (exclusive of advances of Newmont for expenses related to
the BMRK corporate reinstatement and
reorganization and related fees and expenses)
resulting from Newmont’s assumption of the 1979 contract
(which is subject of the Nevada litigation noted herein), owing
CCC and/or BMRK, their successors and/or assigns, is paid
to or on behalf of BMRK, its successors, assigns, shareholders
or CCC, or if it is subsequently determined that the Royalty and
accrued interest will not be paid to BMRK by Newmont, then from
any funds of BMRK received thereafter; and
b. That during JGM’s tenure representing BMRK, he
was issued common stock of that BMRK as believed by Directors to be
a retainer for services and believed by JGM as an incentive to
continue to work on behalf of BMRK (“the JGM shares”).
These shares amount to a total of 2,000,000 shares of BMRK which
are evidenced by certificate numbered 58499. The Directors hereby
acknowledge, as of January 4, 1999, that such JGM shares are deemed
fully-paid and non-assessable and that such JGM shares and JGM
shall be treated in the same manner as all other shareholders in
the corporate reinstatement or reorganization of BMRK; provided,
however, that JGM waives any applicable dissenters' rights that may
be applicable to the corporate reinstatement and reorganization of
BMRK and hereby agrees to grant the irrevocable proxy covering the
JGM shares that is outlined below respecting approval of the
corporate reinstatement or reorganization; and
c. It is further recognized that JGM is the registered
owner of 500,000 shares of the common stock of Gold Mountain
Exploration and Development, Inc. of which BMRK is also a
shareholder and that said shares shall be returned to Gold Mountain
Exploration for cancellation to its treasury, upon payment of the
$77,500 provided for in 3a above, for no additional consideration
to JGM.
d. JGM, BMRK,
