RELEASE AND SETTLEMENT
AGREEMENT
This Release and Settlement Agreement
(the “
Agreement ”
) is entered into as of March 31, 2006
and is by and between Amerimine Resources, Inc., a Florida
corporation ( “
Amerimine ”
) and Duluth Venture Capital
Partners, LLC, individually and on behalf of the investor group
(“Duluth”).
R E C I T A L
S
WHEREAS, Amerimine has negotiated an
Agreement and Plan of Reorganization (“APR”) pursuant
to which it shall acquire American Unity Investments, Inc., a
Nevada corporation (“AUI”) for 50,000,000 shares of
common stock, after giving effect to a reverse stock split;
and
WHEREAS, Duluth purchased in March 2005
$100,000 in principal amount of 1.5% Convertible Debentures
(“Debentures”) from Chiriquitos Mining, Inc., which
Debentures were assumed by Amerimine on March 17, 2005;
and
WHEREAS, there remain outstanding $43,700
in principal amount of the Debentures, including $36,062.75 it has
transferred to 6 other persons and $7,637.25 it has retained, plus
approximately $750 in accrued interest, and the Debentures contain
certain antidilution provisions which entitle the holder of the
Debentures to convert into common stock at the lower of book value
per share or a fixed price of $.01 per share, such fixed price to
be adjusted for issuances by Amerimine for less than $.01 per
share; and
WHEREAS, Amerimine has a negative net
worth as of March 31, 2006, and will continue to have a negative
net worth after the closing of the APR, and therefore Duluth
contends it has the right to convert into more than 50,000,000
(post split) shares upon closing of the APR, and AUI is unwilling
to close the APR on such terms; and
WHEREAS, the parties wish
