THIS DEBT SETTLEMENT AGREEMENT made the 11th day of March, 0000
X X X X X X X:
DIALEX MINERALS INC., (the "Corporation") a company incorporated under
the laws of the State of Nevada
OF THE FIRST PART
AND
X. XXXXX ("Xxxxx") an individual residing in the Province of Ontario
OF THE SECOND PART
WHEREAS the Corporation is indebted (the "Debt") to Xxxxx in the amount of CDN
$18,097 pursuant to invoices for management and consulting services provided to
the Corporation by Xxxxx for the period ending February 29, 2004
AND WHEREAS the parties hereto wish to settle the Debt by having the Corporation
issue common shares from treasury to Xxxxx;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and the mutual promises and agreements herein contained (the receipt and
sufficiency of which are hereby acknowledged by each of the parties), the
parties hereto covenant and agree as follows:
1. Subject to regulatory approval, Xxxxx hereby agrees to convert the Debt by
subscribing for 180,970 commmon shares of the Corporation at price of CDN $0.10
per share (the "Settlement Shares"), being $18,097 in the aggregate, and hereby
remise, release and forever discharge the Corporation from the Debt, said
release and discharge to be in the form of Schedule "A" annexed hereto.
2. Subject to regulatory approval, the Corporation hereby agrees that in
consideration of the release of the Debt, it shall allot and issue the
Settlement Shares to X. Xxxxx, said Settlement Shares to be issued at a paid up
capital price of CDN $0.10 per share. The Settlement Shares are to be issued
under the Securities Act of 1933 pursuant to registration with the United States
Securities and Exchange Commission on Form S-8.
3. It is further acknowledged by the parties that the participation of the
Parties hereto is voluntary.
4. The parties hereto agree that the covenants contained herein shall be binding
upon their respective heirs, executors, administrators and assigns.
5. This Agreement shall be governed by and construed in accordance with the laws
of the Province of Ontario and the federal laws of Canada applicable therein.
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6. This Agreement and the schedules annexed hereto supersede all prior
negotiations, undertakings and agreements between the parties with respect to
the subject matter hereof, and this Agreement and its schedules constitute the
entire agreement of the parties respecting the matters herein contained.
7. No amendment, modification, alteration, or waiver of the terms of this
Agreement shall be binding unless made in writing and executed by the parties
hereto or their successors or assigns.
8. This Agreement may be executed by the parties hereto in one or more
counterparts by original or facsimile signature, each of which when so executed
shall be deemed an original and all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF this Agreement has been executed under seal by the parties
hereto as of the day and year first above written.
SIGNED, SEALED AND DELIVERED )
in the presence of ) DIALEX MINERALS INC.
)
)
)
)
) Per: Xxxxxxxxx Xxxxxxx c/s
) ----------------------------------------
) XXXXXXXXX XXXXXXX, President
) I have authority to bind the corporation.
)
)
)
)
) Per:
)
Witness (signature) )
)
)
-------------------------------------) --------------------------------
Name of witness (pleaseprint) Xxxx Xxxxx
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SCHEDULE "A"
RELEASE and DISCHARGE OF DEBT
TO: DIALEX MINERALS INC. (the "Corporation")
FROM: X. Xxxxx
IN CONSIDERATION of the issuance of 805,840 common shares of the Corporation, in
accordance with an agreement dated as of the date hereof, between the
Corporation and the undersigned, the undersigned hereby remises, releases and
forever discharges the Corporation from its obligation to pay a debt of $18,097
owed to the undersigned.
DATED this 11th day of March, 2004.
SIGNED, SEALED AND DELIVERED )
in the presence of )
)
)
) Per: /s/ Xxxx Xxxxx
------------------------------ ) -------------------------------
Witness (signature) ) Xxxx Xxxxx
)
------------------------------ )
Name of witness (please print) )
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