MUTUAL RELEASE
This Mutual Release (the "Release"), effective July 18, 2000, is
between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an individual, Aarvark Agencies, Inc., a Washington
corporation, Calais Resources Colorado, Inc., a Nevada corporation, Calais
Resources, Inc., a British Columbia corporation (collectively referred to herein
as "Defendants"), on the one part, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇"), on the
other part, to settle all disputes between these parties including, but not
limited to, those that were or could have been raised in ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ et
al, Boulder District Court Case No. 2000 CV 336, Div. 2 (referred to herein as
the "Disputes").
In compromise of the Disputes, and in consideration of the mutual
promises described below, and for other valuable consideration, the receipt and
sufficiency of which are acknowledges, the parties agree as follows:
1. The parties stipulate to a dismissal of the above-named case with
prejudice with the parties to bear costs and attorneys' fees as set forth in
paragraph 1(c) of the June 8, 2000 agreement, a copy of which is attached
hereto. The stipulation for such dismissal is attached hereto and, upon the
execution of this Release, will be signed by ▇▇▇▇▇▇▇▇▇ and by the counsel of
record in the Boulder action for Calais Resources Colorado, Inc. and Calais
Resources, Inc. and filed with the Boulder, Colorado District Court.
2. The Defendants, each on its own behalf and each for its respective
agents, representatives, successors, and assigns, agrees to release and
discharge ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇' agents, representatives, successors, heirs
and assigns, from all claims, demand, actions and causes of action of any type
or nature based on any fact, event, action, omission or circumstance existing on
or before the effective date of this Release, whether known or unknown.
3. ▇▇▇▇▇▇▇▇▇, on his own behalf and for his agents, representatives,
successors, heirs and assigns, agrees to release and discharge each of the
Defendants and their respective heirs, agents, representatives, successors and
assigns, from all claims, demands, actions and causes of action of any type or
nature based on any fact, event, action, omission or circumstance existing on or
before the effective date of this Release, whether known or unknown.
4. The parties expressly agree that this Release will be governed by
Colorado law and that they are aware they may hereafter discover facts in
addition to or different from those which they now believe to be true with
respect to the Disputes, but it is their intent to release all claims and
differences, known and unknown, which now exist, may exist, and hereafter exist
on any fact, event, action, omission or circumstance existing on or before the
effective date of this Release, and in furtherance of such intention, the
released herein given will be and remain in effect notwithstanding the discovery
or existence of any such express waiver and each party hereby agrees that they
shall not seek in any manner to hold the other party responsible for any
injuries, damages, losses, or liability that may hereafter be incurred by each
party with respect to the Disputes.
5. The parties each acknowledge that they have every right to consult a
licensed attorney to represent their separate interests, and that they have done
so to the extent of their desires, and that they each execute this Release
voluntarily, without being pressured or influenced by any statement or
representation of any person acting on behalf of any party or their agents,
employees or attorneys.
6. This Release may be executed simultaneously in counterparts, each of
which will be deemed an original, but all of which constitutes one and the same
written instrument. This Release may also be executed by facsimile copy.
EXECUTED BY:
____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
____________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
AARVARK AGENCIES, INC.
By:__________________________
Title:_______________________
CALAIS RESOURCES COLORADO, INC.
By:___________________________
Title: _______________________
CALAIS RESOURCES, INC.
By:___________________________
Title:________________________
THE FOLLOWING SERVES AS A FINAL SETTLEMENT AGREEMENT BETWEEN
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, AARDVARK AGENCIES INC.
AND CALAIS RESOURCES INC.
▇▇▇ ▇▇▇▇▇▇▇▇▇ dismisses the case without prejudice and lifts the lis pendens
upon the completion of the following:
1.
a. A mutual waiver and release will be entered into between ▇▇▇▇▇▇▇▇▇,
Aardvark and Calais upon completion of the following terms of
paragraphs 1 through 7.
▇. ▇▇▇▇▇▇▇▇▇ will receive an amount equal to ▇▇▇▇▇▇ (20%) of proceeds
of sale of Knelson Concentrators against total debt owing him.
c. Calais Resources Inc. agrees to pay ▇▇▇▇▇▇▇▇▇ on half of legal
costs incurred in lawsuit up to and no later than June 10, 2000.
2. Defendants use their best efforts to sell the Mexico equipment located
in the U.S., the proceeds to satisfy:
a. The remaining 60% of the sale proceeds to be dispersed between
Canada and US debt by negotiations between ▇▇▇▇▇▇▇▇▇ and Art ▇▇▇▇▇.
3.
a. Transfer all claims, surface mineral rights and facilities
presently owned by Aardvark Agencies Inc. to Calais Resources Inc.
under the following terms:
1. A debenture will be issued to ▇▇▇▇▇▇ representing US
$1,753,464 (the amount Aardvark advanced to Calais).
This amount represents Cdn. $2,628,963 (exchange rate
1.505). The price of the shares for the purposes of
this debenture is Cdn. $1.23.
2. A cash amount equal to pay the capital gains
triggered by this transfer (approximately US
$750,000.) will be advanced to Aardvark prior to the
transfer taking place. This amount will be deducted
from the US $1,753,464 of the debenture. Aardvark
will retain its right to refuse this advance (the IRS
portion) and keep its rights under the debenture if
it is able to satisfy the IRS portion of taxes for
this transfer on its own.
3. Calais will have an unlimited time limit to exercise
its option for this transfer.
b. Calais Resources Inc. will provide proof that Calais Resources Inc.
is 100% owner of Calais Resources
Colorado Inc.
c. Calais Resources will honor its previous agreement to grant and
complete the 2% NSR royalty on the Caribou district claims to the
▇▇▇▇▇▇▇▇▇ group within the 2 mile radius from survey corner number
4 Cross Mill Site Claim, in accord with documentation previously
prepared.
d. Calais will issue to ▇▇▇▇▇▇ (and group) a debenture under the same
conditions as the Aardvark debenture for the balance of funds
advanced by ▇▇▇▇▇▇ and group to Calais. The Board of Directors
(including ▇▇▇▇▇▇▇▇▇) will verify the exact amount owed before such
debenture is issued.
▇. ▇▇▇▇▇▇ and group will assign a portion of its debt to ▇▇▇▇▇▇▇▇▇.
The cost of this transfer will be Cdn. $1.00. This amount would
equal Cdn. $984,000, which represents 800,000 shares under the
terms of the debenture.
f. Calais will issue all the debentures, royalty agreement with
▇▇▇▇▇▇▇▇▇ and any other item covered in this agreement within 45
days of signing this agreement.
▇. ▇▇▇▇▇▇ and group will issue a portion of his debenture for debt to
▇▇▇▇▇▇▇▇▇ within 10 days of receipt of its debenture.
4. ▇▇▇▇▇▇▇▇▇ to negotiate a management work contract to manage the
Colorado Properties from Board of Directors.
5. Calais will issue a public news release informing the public and
shareholders that the Mexican operation has been shut down and
terminated. Calais will write this operation off on its books and
financial statements.
6. ▇▇▇ ▇▇▇▇▇▇▇▇▇ will approve and work diligently with Calais and
Aardvark on the efforts to rapidly complete a debt financing loan on
the Colorado properties under the following agreement:
▇. ▇▇▇▇▇▇▇▇▇ has a mutual right with Calais to approve the terms of
the loan, the amount of the loan and the dispersal of the loan
proceeds.
b. Loan proceeds to be used for (in addition to the sale of Calais
equipment)
1. Payment of all creditor debt listed on the May 15,
2000 accounts payable list for Calais Colorado in the
amount of $369,321.57, less any amounts paid down by
equipment sales, above mentioned. (Attached as
Exhibit A dated May 15, 2000).
2. Payment of a general liability insurance policy for
the Colorado properties.
3. To pay overhead cost incurred in ordinary course of
business, per a planned budget.
4. To pre-pay interest on the loan from the loan
proceeds for a two year period, with an option to
renew the loan for one additional year with interest
only payment.
5. To pay the current accounts payable owed by Calais on
the Nevada properties in the amount of $9,000.
6. To pay the current accounts payable owed by Calais
for the Chilliwack office in the amount of
$141,802.22.
7. To pay ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ the approximate
amount of $8,500.00 for the recent ▇▇▇▇ ▇▇▇▇▇▇
expenses in Mexico.
8. To budget approximately $150,000 to negotiate at
least two payments to ▇▇▇▇ ▇▇▇▇▇▇ of Nevada Manhattan
for a settlement.
9. To budget and pay 2 year BLM payments and property
tax payments on the Colorado and Nevada properties in
the approximate amount of $65,000.00
10. To pay ▇▇▇▇ ▇▇▇▇▇▇ the amount of $187,000 to apply
toward the ▇▇▇▇▇▇ capital account.
11. To pay ▇▇▇▇ ▇▇▇▇▇▇/Aardvark the amount of $53,000 for
the taxes on the sale of the Fairfax and Hillstreet
properties (to apply toward capital account?).
7. ▇▇▇▇▇▇ will resign as CEO and President of Calais Resources, Inc. for
an undetermined time. ▇▇▇▇▇▇▇▇▇ will accept these positions and will be
reviewed at each Annual General Meeting. All directors nominations will
be approved by the Board. ▇▇▇▇▇▇ will remain a director until he is
satisfied that the company is operating in a manner beneficial to all
shareholders.
Accepted by:
▇▇▇ Hendricks______________Witness____________________________
on this 8th day of June, 2000
Accepted by the Board of Directors of Calais Resources Inc.
▇▇▇▇▇▇▇ Harvey______________________Witness_______________________
Art Daher___________________________Witness_______________________
▇▇▇ Martin__________________________Witness_______________________
on this 8th day of June, 2000.
