PARTIAL SETTLEMENT AGREEMENT
AND RELEASE
THIS AGREEMENT is
dated as of October 2, 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, 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 2, 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 Fifty Five Thousand Dollars ($155,000.00) 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 ($155,000.00)
.
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 Six Million Five Hundred
(6,500,000) freely trading shares of Common Stock to Tuxedo, Six
Million Five Hundred (6,500,000) freely trading shares of Common
Stock to Outboard and Six Million Five Hundred (6,500,000) freely
trading shares of Common Stock to Ice Cap (the “Settlement
Shares”).
3.
PAY
