SETTLEMENT AGREEMENT
Exhibit 10.4
This Settlement Agreement (the “Agreement”) by and between the signatories hereto (each a “Party”, and jointly the “Parties”) sets forth binding commitments with respect to certain matters, liabilities and relationships amongst the Parties and between the Parties and EFLO Energy, Inc. inclusive of its subsidiary companies (“EFLO”).
This Agreement is made effective this 12th day of January, 2015 (the “Effective Date”)
WHEREAS, the Parties desire to reduce costs, settle certain liabilities, enhance EFLO’s ability to attract capital and support its exploration plans.
NOW THEREFORE, for valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. The named Parties hereby agree to settle the amounts currently payable to them by EFLO (the “Original Liability Amounts”) for the Settlement Amounts set forth below. Such Settlement Amounts to be paid using shares of EFLO common stock at a price of $0.13 per share.
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Name
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Description
of Liability
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Original Liability Amount ($)
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Settlement Amount ($)
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|||||||
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Xxxxx Xxxxxxxxx
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Directors fees
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65,000.00 | 27,950.00 | |||||||
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Xxxxx Xxxxxxxxx
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Consulting fees(1)
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140,000.00 | 24,175.00 | |||||||
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Xxxxx Xxxxxxxxx
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Consulting fees(2)
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2,250.00 | 2,250.00 | |||||||
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Xxxxxx Xxxxxxx
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Directors fees
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65,000.00 | 27,950.00 | |||||||
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Xxxxxx Xxxxxxx
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Consulting fees
|
41,448.07 | 39,500.00 | |||||||
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Xxxxx Xxxxx
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Consulting fees
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50,150.00 | 50,150.00 | |||||||
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Xxxxxxxx Corporation
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Serkasevich fees(3)
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33,427.66 | 0.00 | |||||||
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Xxxxxx Capital Corporation
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Note(4)
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350,000.00 | 350,000.00 | |||||||
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Pacific World Energy Corporation
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Note(4)
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1,000,000.00 | 1,000,000.00 | |||||||
Notes:
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(1)
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Consulting fees: October 2013 through October 2014
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(2)
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Consulting fees: December 2014
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(3)
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Includes all amounts owed to any subsidiary of Xxxxxxxx Corporation.
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(4)
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Add accrued interest and fees (not included here) to both Original Liability Amount and Settlement Amount.
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2. Xxxxx Xxxxxxxxx and Xxxxxx Xxxxxxx will resign as officers and members of the Board of Directors of EFLO effective January 15, 2015.
3. Nico Civelli and Xxxxxx Xxxx will be appointed as members of the Board of Directors of EFLO effective January 15, 2015.
4. The newly constituted Board of Directors of EFLO will appoint new officers as soon as practicable following the resignation of Xxxxx Xxxxxxxxx and Xxxxxx Xxxxxxx.
5. Xxxxx Xxxxx will continue to use his best efforts to collect all amounts due EFLO from Apache Corp and other joint venture partners.
6. All directors' fees owed to the following persons are hereby cancelled:
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●
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Xxxxx Xxxxxx
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●
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Xxxxx Xxxxxxx
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●
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Xxxx Xxxx
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●
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Xxxxx Xxxxxx
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7. All amounts, including any and all finders’ fees, owed to the following persons not otherwise covered by this Agreement are cancelled:
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●
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Xxxxx Xxxxxx
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●
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Xxxxx Xxxxxxxxx
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●
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Bamako Investment Management Ltd.
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●
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Country Rock Resources Ltd.
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●
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Xxxxxx Xxxxxxx
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●
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Xxxxx Xxxxxxx
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●
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Xxxx Xxxx
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●
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Xxxxx Xxxxxx
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8. Except for the obligations contemplated by this Agreement, EFLO, Pacific World Energy Corp., Xxxxxx Capital Corporation, Xxxxxxxx Corporation, Bamako Investment Management Ltd., Country Rock Resources Ltd., Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxx Xxxx, Xxxxx Xxxxx, Xxxxx Xxxxxx, and their affiliates, and their respective officers, directors, shareholders, employees, servants, agents, successors and assigns, (the “Releasors”) hereby release and forever discharge each other Party to this Agreement and their affiliates, and their respective officers, directors, shareholders, employees, servants, agents, successors and assigns (the “Releasees”) from any and all actions, causes of action, claims, demands, contracts, debts, liabilities, damages, losses, injury, costs and expenses of every nature and kind whatsoever (the “Claims”) which the Releasors ever had, now have or may hereafter have against the Releasees, or any of them, for or by reason of or in any way arising out of any cause, matter or thing existing up to and including the date of this Agreement.
The Releasors agree not to, directly or indirectly, join, assist, or act in concert in any manner whatsoever with any other person in the making of any claim or demand or in the bringing of any proceeding in any manner whatsoever against any of the Releasees arising out of or in connection with any of the Claims released herein.
The Releasors represent, warrant and agree that the Releasors have not assigned, and will not assign, to any person or entity, any of the Claims which are released herein.
AGREED TO AND ACCEPTED:
| EFLO ENERGY, INC | |||
|
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By:
|
/s/ Xxxxxx Xxxxxxx | |
| Xxxxxx Xxxxxxx | |||
| Authorized Officer | |||
NOTE HOLDERS –
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PACFIC WORLD ENERGY CORP
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By:
|
/s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx | |||
| Authorized Officer | |||
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XXXXXX CAPITAL CORPORATION
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|||
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By:
|
/s/ Xxxxx Xxxxxx | |
| Xxxxx Xxxxxx | |||
| Authorized Officer | |||
OTHER SETTLORS –
| XXXXXXXX CORPORATION | |||
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By:
|
/s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx | |||
| Authorized Officer | |||
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By:
|
/s/ Xxxxx Xxxxxx | |
| Xxxxx Xxxxxx |
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By:
|
/s/ Xxxxx Xxxxxxxxx | |
| Xxxxx Xxxxxxxxx |
| Bamako Investment Management Ltd. | |||
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By:
|
/s/ Xxxxx Xxxxxxxxx | |
| Xxxxx Xxxxxxxxx | |||
| Authorized Officer | |||
|
Country Rock Resources Ltd.
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|||
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By:
|
/s/ Xxxxx Xxxxxxxxx | |
| Xxxxx Xxxxxxxxx | |||
| Authorized Officer | |||
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By:
|
/s/ Xxxxxx Xxxxxxx | |
| Xxxxxx Xxxxxxx |
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By:
|
/s/ Xxxxx Xxxxxx | |
| Xxxxx Xxxxxx |
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By:
|
/s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx |
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By:
|
/s/ Xxxx Xxxx | |
| Xxxx Xxxx |
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By:
|
/s/ Xxxxx Xxxxx | |
| Xxxxx Xxxxx |
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HDH Resources LLC
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|||
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By:
|
/s/ Xxxxx Xxxxx | |
| Xxxxx Xxxxx, Authorized Officer | |||
INCOMING DIRECTORS –
|
|
By:
|
/s/ Nico Civelli | |
| Nico Civelli |
|
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By:
|
/s/ Xxxxxx Xxxx | |
| Xxxxxx Xxxx |
