PARTIAL SETTLEMENT AGREEMENT
AND RELEASE
THIS AGREEMENT is dated as of October 16, 2008 and is made by and
between TUXEDO HOLDINGS, LTD.(“Tuxedo”), ICE CAP
HOLDINGS, LTD. (“Ice Cap”), OUTBOARD INVESTMENTS, LTD.,
(“Outboard”) and GEMINI EXPLORATIONS, INC.
(“Gemini”).
WHEREAS On or about February 28, 2007, Gemini entered into a
Services Agreement for the provision of geological exploration
services with Minera Primecup Geological Services, S.A. for the sum
of Two Hundred and Fifty Thousand Dollars ($250,000.00)
.
WHEREAS On or about August 6, 2008 Minera Primecup Geological
Services, S.A. entered into an Assignment of Debt with Tuxedo
Holdings, Ltd. to assign all rights of the debt for services for
good and valuable consideration.
WHEREAS, on or about August 7, 2008 Tuxedo, Ice Cap and Outboard
filed an action against Gemini entitled Outboard
Investments, Ltd., Ice Cap Holdings, Ltd. And Tuxedo
Holdings, Ltd. vs. Gemini Explorations, Inc. , Case No: 2008
CA 012367 NC, (the “Action”) in the Circuit Court of
the Twelfth Judicial Circuit, Sarasota County, Florida (the
“Court”), whereby Tuxedo, Ice Cap and Outboard
asserted
claims
against Gemini alleging Gemini failed to pay Tuxedo, Ice Cap and
Outboard according to the terms set forth in the Service Agreement
, the amount due and owing under the Debenture in the amount
of Two Hundred and Fifty Thousand ($250,000.00) in principal plus
interest (hereinafter, the “Claims”);
WHEREAS On or about August 7, 2008 there was a Court approved
Settlement Agreement reducing the principal balance owed by
settling a partial amount of Forty Five Thousand Dollars
($45,000.00) leaving a balance due and owing of Two Hundred and
Five Thousand Dollars ($205,000.00) .
WHEREAS On or about August 20, 2008 there was a Court approved
Settlement Agreement reducing the principal balance owed by
settling a partial amount of Thirty Thousand Dollars ($30,000.00)
leaving a balance due and owing of One Hundred and Seventy Five
Thousand Dollars ($175,000.00) .
WHEREAS On or about September 18, 2008 there was a Court approved
Settlement Agreement reducing the principal balance owed by
settling a partial amount of Twenty
Thousand
Dollars ($20,000.00) leaving a balance due and owing of One Hundred
and Fifty Five Thousand Dollars ($155,000.00) .
WHEREAS On or about October 2, 2008 there was a Court approved
Settlement Agreement reducing the principal balance owed by
settling a partial amount of Fifteen Thousand Dollars ($15,000.00)
leaving a balance due and owing of One Hundred and Forty Thousand
Dollars ($140,000.00) .
WHEREAS On or about October 15, 2008, Tuxedo Holdings, Ltd. entered
into an agreement with Outboard Investments, LTD. to assign Five
Thousand dollars ($5,000.00) of the debt to Outboard Investments,
LTD. for good and valuable consideration.
WHEREAS On or about October 15, 2008, Tuxedo Holdings, Ltd. entered
into an agreement with Ice Cap Holdings, Ltd. to assign Five
Thousand dollars ($5,000.00) of the debt to Ice Cap Holdings, Ltd.
for good and valuable consideration. WHEREAS, Gemini, in its
Answer, denied any and all wrongdoing and asserted affirmative
defenses;
WHEREAS, Gemini denied that it is liable for the amount sought in
the Action, but acknowledges that they do not have sufficient cash
to satisfy the claims made in the Action or to defend the Action
and Gemini seeks to resolve this Action and agrees to pay Tuxedo,
Ice Cap and Outboard on the Service Agreement;
WHEREAS, Gemini currently only has the means to satisfy payment of
Tuxedo, Ice Cap and Outboard’s bona fide claims through the
issuance of authorized shares to Tuxedo, Ice Cap and Outboard
pursuant to Section 3(a)(10) of the Securities Act of 1933
(hereinafter the “Act”);
WHEREAS, Gemini and Tuxedo, Ice Cap and Outboard desire to
partially resolve, settle, and compromise Tuxedo, Ice Cap and
Outboard’s bona fide claims that it has asserted against
Gemini, which arise out of or relate to the Service Agreement, in
the amount of One Hundred and Forty Thousand Dollars ($140,000.00)
due and owing (hereinafter the “Compromised
Amount”);
With this background incorporated herein, the parties hereby agree
to the following settlement:
TERMS OF SETTLEMENT
1. CLAIMS . Tuxedo, Ice Cap and Outboard agree to partially
resolve its bona fide claim with Gemini for the agreed upon sum of
Fifteen Thousand Dollars ($15,000.00) which amount shall be
deducted from the balance due and owing under the Service Agreement
which is One Hundred and Fifty Five Thousand Dollars ($140,000.00)
.
2. SETTLEMENT SHARES . As soon as practicable following
entry of an order by the Court in accordance with Paragraph 4
herein, Gemini shall issue and deliver to Tuxedo, Ice Cap and
Outboard shares of Gemini’s common stock, par value $0.01 per
share, (“Common Stock”) sufficient to satisfy the
Compromised Amount through the issuance of freely trading
securities issued pursuant to Section 3(a)(10) of the Act. The
parties agree that the total amount of Common Stock t
