TERMINATION AND MUTUAL RELEASE AGREEMENT
TERMINATION AND MUTUAL RELEASE AGREEMENT
THIS AGREEMENT is dated as of the 27th day of August, 2014.
AMONG:
SIERRA MINERAL MANAGEMENT INC., doing business as Red Mountain Mining, a Nevada corporation having a mailing address at XX Xxx 000, Xxxxxxxxx, XX 00000.
("SMM")
OF THE FIRST PART
AND:
IRELAND INC., a Nevada corporation having a business address at 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000
(“Ireland")
OF THE SECOND PART
WHEREAS:
A. SMM and Ireland (collectively, the “Parties”) are parties to that Amended and Restated Option Agreement effective as of July 20, 2011 (the “Option Agreement”) whereby SMM granted Ireland an option in the Red Mountain Project, as that term is defined in the Option Agreement;
B. Pursuant to Subsection 3.1(a) of the Option Agreement, Ireland is required to make a cash payment of $8,000 to SMM for the month of August, 2014, which has not been paid (the “August Payment”);
C. Pursuant to Subsection 10.2(a) of the Option Agreement, upon termination of the Option Agreement, Ireland is required to to maintain the mineral claims comprising the Red Mountain Project in good standing for a period of twelve (12) months following the date of termination of the Option Agreement (the “Good Standing Requirement”); and
D. The Parties have mutually agreed to terminate the Option Agreement and SMM has, in exchange for a one time cash payment of $50,000 (the “Cash Payment”) agreed to release Ireland from its obligations with respect to the Good Standing Requirement, effective immediately, and the Parties have negotiated a complete resolution of any and all disputes, claims or potential claims arising between them and the subject matter of the Option Agreement on the terms and conditions set out below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties agrees as follows:
1. TERMINATION
1.1 SMM and Ireland agree that, as of the date hereof, the Option Agreement shall be terminated and be of no further force or effect.
1.2 SMM hereby waives the August Payment.
1.3 Ireland shall, for a period of 90 days after the date hereof, make available to SMM, at no cost to SMM, all drill core, copies of all reports, maps, assay results and other relevant technical data compiled by, prepared at the direction of, or in the possession of Ireland with respect to the Red Mountain Project and not previously provided to SMM.
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1.4 Ireland shall have the right, for a period of 180 days after the date hereof, to remove from the Red Mountain Project all buildings, plant, equipment, machinery, tools, appliances and supplies which were brought onto the Red Mountain Project by or on behalf of Ireland.
2. RELEASE AND DISCHARGE
2.1 In consideration of the SMM Release (as hereinafter defined), Ireland agrees:
| (a) |
to make the Cash Payment to SMM upon execution of this Agreement by each of the Parties hereto; and | |
| (b) |
to completely release and forever discharge SMM from any and all past, present or future claims, demands, obligations, actions, causes of action, rights, damages, costs, loss of services, expenses and compensation which Ireland has had, now has, or which may hereafter accrue or otherwise be acquired by Ireland against SMM with respect to any matter relating to the Option Agreement (the “Ireland Release”). |
2.2 In consideration of the Ireland Release and the Cash Payment, SMM agrees to completely release and forever discharge Ireland from any and all past, present or future claims, demands, obligations, actions, causes of action, rights, damages, costs, loss of services, expenses and compensation which SMM has had, now has, or which may hereafter accrue or otherwise be acquired by SMM against Ireland with respect to any matter relating to the Option Agreement, including but not limited to, the Good Standing Requirement and the August Payment (the “SMM Release”).
2.3 Notwithstanding the provisions of Section 2.1 and Section 2.2, the Ireland Release and the SMM Release shall not act as any waiver, release or discharge by the Ireland or SMM of any claims with respect to or arising out of this Agreement.
3. ENTIRE AGREEMENT AND SUCCESSORS IN INTEREST
3.1 This Agreement contains the entire agreement between the Parties with regard to the matters set forth herein and shall be binding upon and inure to the benefit of the executors, administrators, personal representatives, heirs, successors and assigns of each.
4. INDEPENDENT LEGAL ADVICE
4.1 This Agreement has been prepared by Northwest Law Group acting solely on behalf of Ireland. SMM acknowledges that he has been advised to obtain independent legal advice, and that it has had full opportunity to obtain independent legal advice.
5. GOVERNING LAW
5.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and each party hereto adjourns to the jurisdiction of the courts of the State of Nevada.
6. ADDITIONAL DOCUMENTS
6.1 All parties agree to cooperate fully and execute any and all supplementary documents and to take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement.
7. EFFECTIVENESS
7.1 This Agreement shall become effective on execution.
8. MISCELLANEOUS
8.1 This Agreement supersedes any prior written or oral agreements or understandings between the parties relating to the subject matter hereof.
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8.2 No modification or amendment of this Agreement shall be valid unless in writing and signed by or on behalf of the Parties hereto.
8.3 A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition.
8.4 This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof and the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law.
8.5 The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.
8.6 This Agreement may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date of this Agreement.
| SIERRA MINERAL MANAGEMENT INC. | |
| also doing business as RED MOUNTAIN MINING | |
| by its authorized signatory: | |
| /s/ Xxxxx Xxxxxxx | |
| Signature of Authorized Signatory | |
| Xxxxx Xxxxxxx | |
| Name of Authorized Signatory | |
| Owner | |
| Position of Authorized Signatory | |
| IRELAND INC. | |
| a Nevada corporation by its | |
| authorized signatory: | |
| /s/ Xxxxxxx Xxxxxx | |
| Signature of Authorized Signatory | |
| Xxxxxxx Xxxxxx | |
| Name of Authorized Signatory | |
| President | |
| Position of Authorized Signatory |
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