Exhibit 10.20
RELEASE AGREEMENT
BETWEEN:
XXXXXXX XXXXXX, businesswoman (herein "Xxxxxx"),
of #705 - 000 Xxxxxxxxx Xx., Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
AND:
NAPTAU GOLD CORPORATION, a Delaware Corporation (herein
"NAPTAU"), having its registered offices at 11th Floor, Xxxxxx
Square North, 11th and Market
Streets, Wilmington, New Castle County, Delaware 19801
WITNESS THAT
WHEREAS:
(A) NAPTAU and Xxxxxx entered into an agreement on the 12th day of October, 1995
for the acquisition by NAPTAU of Placer Lease #1160 in the Cariboo Mining
Division of British Columbia, in the area of Likely, British Columbia, Canada
(the "Agreement");
(B) Pursuant to the Agreement NAPTAU was obligated, in part, to pay the sum of
USD$200,000 to Xxxxxx on or before December 12,1995;
(C) By an agreement dated April 30, 1996, NAPTAU was granted an extension of the
time for performance of its obligation to make the above payment to October
12,1996 (the "Extension Agreement"). The Extension Agreement also included terms
reflecting settlement of any interest due on the above sum;
(D) By an agreement dated October 30, 1996 a Second Extension Agreement was
entered into providing for the extension of the amount required to be paid in
paragraph 2 above to the 12th day of October, 1997 and further providing for the
payment by NAPTAU to Xxxxxx of 100 ounces of raw gold from its share of the gold
produced from all of its placer mining operations in the Cariboo Mining Division
of British Columbia (the "Leases");
(E) By a Third Extension Agreement dated December 31,1997 the time for payment
of the money referred to in paragraph 2 was extended to December 3lst, 1998 and
the number of ounces of raw gold required to be paid was increased to 150 ounces
which was to be paid to Xxxxxx from production from the Leases;
(F) For reasons known to Xxxxxx, NAPTAU was unable to obtain sufficient
production of raw gold from the Leases in 1998 to meet its obligations to Xxxxxx
referred to in the preceding paragraph;
(G) Placer Lease #1160 was on October 14, 1998 combined into a mineral tenure
lease bearing Mineral Tenure #365488 (the "Mineral Tenure Lease");
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(H) By a fourth Extension Agreement entered into on or about March 30, 1999, the
amount agreed to be paid by NAPTAU to Xxxxxx in paragraph 2 was extended to the
31st day of December, 1999, and instead of the 150 ounces of raw gold to be paid
by NAPTAU to Xxxxxx under the Third Extension Agreement it was agreed that
Naptau would pay Xxxxxx 200 ounces of raw gold from its share of the gold
produced from the mining operations on the Mineral Tenure Lease.
(I) The Extension Agreement, Second Extension Agreement, Third Extension
Agreement and Fourth Extension Agreement have now expired and NAPTAU has not as
yet made any of the monetary payments above referred to although the obligation
to pay 200 ounces of raw gold has been satisfied;
(J) NAPTAU has entered into an agreement effective December 31, 1999 with Noble
Metal Group Incorporated ("Noble") for the transfer of its entire interest in
the Mineral Tenure Lease to Noble (the "Settlement Agreement") on terms in part,
that includes Noble agreeing to assume the monetary obligation to pay Xxxxxx the
US$200,000; and
(K) Xxxxxx agrees to the substitution of Noble as the party responsible for the
payment of US$200,000 to her for the original transfer of PL1160 to Naptau under
the Agreement.
IT IS NOW AGREED that in consideration of the payment of TEN DOLLARS ($10) by
NAPTAU to Xxxxxx, the receipt and sufficiency of which is hereby acknowledged,
and the further mutual covenants and agreements following that:
1. Xxxxxx hereby agrees to the substitution of Noble as the party responsible to
pay her US$200,000 for the transfer of PL1160 under the Agreement.
2. Naptau hereby transfers and assigns to Xxxxxx all rights necessary to enforce
the legal obligation of Noble to pay the US$200,000 to her pursuant to the
Settlement Agreement.
3. Xxxxxx for the consideration aforesaid hereby releases and forever discharges
Naptau from any obligation to pay the US$200,000 to her pursuant to the
Settlement Agreement.
4. This Agreement shall be construed in accordance with the laws of the Province
of British Columbia, Canada.
5. This Agreement may be executed in counterpart and by faxed signature and the
parties agree to deliver executed copies of the original document.
IN WITNESS WHEREOF THE PARTIES HERETO, IF CORPORATE PARTIES HAVING BEEN DULY
AUTHORIZED BY THEIR RESPECTIVE BOARDS OF DIRECTORS, HAVE SET THEIR HANDS AND
SEALS AS OF THE 17th DAY OF FEBRUARY, 2000.
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NAPTAU GOLD CORPORATION
/S/ Xxxxxx Xxxxx
BY: XXXXXX XXXXX, President
EXECUTED BY XXXXXXX XXXXXX )
IN THE PRESENCE OF: )
Name: /s/ Xxxxxxx X. Xxxxxxx )
XXXXXXX X. XXXXXXX )
Address: 302 8770 Granville ) /s/ Xxxxxxx Xxxxxx
Vancouver, B.C. ) XXXXXXX XXXXXX
Occupation: Retired )
