PARTIAL SETTLEMENT AGREEMENT
AND RELEASE
THIS AGREEMENT is dated as of August 20, 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 Primecap Geological Services, S.A. for the sum
of Two Hundred and Fifty Thousand Dollars ($250,000.00)
.
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 Minera Primecap 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 20, 2008, Tuxedo Holdings, Ltd. entered
into an agreement with Outboard Investments, LTD. to assign Ten
Thousand dollars ($10,000.00) of the debt to Outboard Investments,
LTD. for good and valuable consideration.
WHEREAS On or about August 20, 2008, Tuxedo Holdings, Ltd. entered
into an agreement with Ice Cap Holdings, Ltd. to assign Ten
Thousand dollars ($10,000.00) of the debt to Ice Cap Holdings, Ltd.
for good and valuable consideration.
WHEREAS, on or about August 21, 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: ____________, (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 Five Thousand
($205,000.00) in principal plus interest
(hereinafter, the “Claims”);
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 Two Hundred and
Five
Thousand Dollars ($205,000.00) 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 agrees to partially
resolve its bona fide claim with Gemini for the agreed upon sum of
Thirty Thousand Dollars ($30,000.00) which amount shall be deducted
from the balance due and owing under the Service Agreement which is
Two Hundred and Five Thousand Dollars ($205,000.00) .
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 to be delivered
by Gemini to satisfy the Compromised Amount shall be Four Million
Five
hundred
Thousand (4,500,000.00) freely trading shares of Common Stock to
Tuxedo, Four Million Five Hundred Thousand (4,500,000.00) freely
trading shares of Common Stock to Outboard and Four Million Five
hundred Thousand (4,500,000.00) freely trading shares of Common
Stock to Ice Cap (the “Settlement Shares”).
3. PAYMENT IN FULL . Tuxedo, Ice Cap and Outboard and Gemini
agree that delivery of the freely trading Settlement Shares
pursuant to the conditions set forth herein shall satisfy
Gemini’s obligation to the extent stated above regarding
the
