PARTIAL SETTLEMENT AGREEMENT
AND RELEASE
THIS AGREEMENT is
dated as of September 17, 2008 and is made by and between TUXEDO
HOLDINGS, LTD.(“Tuxedo”), ICE CAP HOLDINGS, LTD.
(“Ice Cap”), OUTBOARD INVESTMENTS, LTD., COMPASS
CAPITAL GROUP, INC. (“Compass”)
(“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 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 17, 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 September 17, 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 On or
about September 17, 2008, Tuxedo Holdings, Ltd. entered into an
agreement with Compass Capital Group, Inc. to assign Five Thousand
dollars ($5,000.00) of the debt to Compass Capital Group, Inc. 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 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, Outboard
and Compass on the Service Agreement;
WHEREAS, Gemini
currently only has the means to satisfy payment of Tuxedo, Ice Cap
and Outboard, and Compass’ bona fide claims through the
issuance of authorized shares to Tuxedo, Ice Cap, Outboard and
Compass, pursuant to Section 3(a)(10) of the Securities Act of 1933
(hereinafter the “Act”); WHEREAS, Gemini and Tuxedo,
Ice Cap, Outboard and Compass desire to partially resolve, settle,
and compromise Tuxedo, Ice Cap and Outboard and Compass’ 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 Seventy Five Thousand Dollars ($175,000.00) 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, Outboard and Compass agrees to
partially resolve its bona fide claim with Gemini for the agreed
upon sum of Twenty Thousand Dollars ($20,000.00) which amount shall
be deducted from the
balance due
and owing under the Service Agreement which is Two Hundred and Five
Thousand Dollars ($175,000.00) .
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 Five Million (5,000,000) freely
trading shares of Common Stock to Tuxedo, Five Million (5,000,000)
freely trading shares of Common Stock to Outboard, Five Million
(5,000,000) freely trading shares of Common Stock to Ice Cap and
Five Million (5,000,000) freely tra
