EXHIBIT 10.7
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RELEASE AND INDEMNIFICATION AGREEMENT
This AGREEMENT, RELEASE and INDEMNIFICATION (herein "AGREEMENT") is entered into
this 11th day of June, 2007 between Xxxxxx Minerals Ltd. ("Xxxxxx" or "the
corporation"), and Vare Xxxxxx ("XXXXXX"), and Pacific Imperial Capital
("Pacific") (GREWAL's consulting company) and Xxxxxxx Xxxxxx ("Xxxxxxx")
(collectively "the parties").
WHEREAS, XXXXXX has previously served as DHANOA'S assistant treasurer,
and his consulting company, PACIFIC has provided extensive valuable
consulting services to XXXXXX, including but not limited to
administrative services, locating and negotiating acquisitions, hiring
and managing key personnel, executives and professionals, and providing
investor relation services. XXXXXX has resigned from all positions
within the corporation and PACIFIC has terminated its relationship
providing consulting services for XXXXXX. Further, BALWANT has
previously served XXXXXX as a Director, its President and Chief
Executive Officer.
WHEREAS, XXXXXX, while serving as the assistant treasurer of the
company, committed the company to certain expenses that the previous
Board of Directors did not authorize. Additionally, XXXXXX, on behalf
of XXXXXX, made certain expenditures that lacked adequate supporting
documents. Those total unauthorized and undocumented expenditures total
$994,995.
WHEREAS, XXXXXX recognizes and agrees that XXXXXX, while serving as the
assistant treasurer, acted in the best interest of XXXXXX and
acknowledges that, although the expenses were undocumented and/or
unauthorized, they were never-the-less made in the interests of XXXXXX
and in the furtherance in the business of XXXXXX. Moreover, XXXXXX
recognizes that XXXXXX never intended to cause harm to XXXXXX nor did
XXXXXX violate any law. Moreover, the incoming president has reviewed
all the company's books, records, cheques, contracts, and press
releases and is satisfied with the accuracy of the content of the same
to the date of this agreement.
WHEREAS, XXXXXX wishes to reimburse XXXXXX for the amount of the
unauthorized and/or undocumented expenses in the amount of $994,995
plus agreed upon interest of $5,005. ("consideration"). The
consideration totaling $1,000,000 is being held in ESCROW in the CLIENT
TRUST ACCOUNT of Xxxxxxx X. Xxxxxx, Xx. P.C. until this Agreement and
Release is executed by all parties.
WHEREAS, XXXXXX, and its Officers and Directors, wish to release
XXXXXX, PACIFIC and BALWANT from any and all potential or actual
claims, past, present or future, that it may have against XXXXXX,
PACIFIC and BALWANT.
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WHEREAS, XXXXXX wishes to fully INDEMNIFY and hold harmless XXXXXX,
PACIFIC and/or BALWANT should any past or present officer, past or
present director, subsidiary (Promenasa, S.A.) affiliate (Overseas
Mining, S.A) and/or subcontractor (Invictacorp, S.A.) of the
corporation ever assert(s) any cause of action or claim relating to
GREWAL's service to the corporation as the assistant treasurer and/or
consultant to the corporation and/or BALWANT's service to the
corporation as a director, President and Chief Executive Officer.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties agree as follows:
RELEASES: For good and valuable consideration, the receipt of which is hereby
acknowledged, XXXXXX the corporation, DHANOA's past, present and future
executives, DHANOA's past, present and future board members, hereby releases,
cancels, forgives and forever discharges XXXXXX, PACIFIC and BALWANT from all
actions, claims, demands, damages, obligations, liabilities, controversies and
executions, of any kind or nature whatsoever, whether known or unknown, whether
suspected or not, which have arisen, or may have arisen, or shall arise by
reason of the incident described above does specifically waive any claim or
right to assert any cause of action or alleged case of action or claim or demand
which has, through oversight or error intentionally or unintentionally or
through a mutual mistake, been omitted from this AGREEMENT and RELEASE.
Moreover, Xxxxxx and its respective affiliates agree to never participate, in
any forum, as an opposing party against XXXXXX, PACIFIC, and/or BALWANT for
actions relating to or arising from their respective past professional
relationship.
XXXXXX, PACIFIC and BALWANT also hereby releases, cancels, forgives and
forever discharges XXXXXX, its officers, directors, (past, present and future),
its affiliates, subsidiaries, and/or subcontractors from all actions, claims,
demands, damages, obligations, liabilities, controversies and executions, of any
kind or nature whatsoever, whether known or unknown, whether suspected or not,
which have arisen, or may have arisen, or shall arise by reason of the incident
described above does specifically waive any claim or right to assert any cause
of action or alleged case of action or claim or demand which has, through
oversight or error intentionally or unintentionally or through a mutual mistake,
been omitted from this AGREEMENT and RELEASE.
INDEMNIFICATION: XXXXXX agrees to INDEMNIFY and hold harmless XXXXXX, PACIFIC
and BALWANT should any past or present officer, director, subsidiary (Promenasa,
S.A.) affiliate (Overseas Mining, S.A) and/or subcontractor (Invictacorp, S.A.)
of the corporation ever assert(s) any cause of action or claim relating to
GREWAL's service to the corporation as the assistant treasurer and/or consultant
to the corporation and/or BALWANT's service to the corporation as a director,
President and Chief Executive officer.
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VOLUNARY CONSENT: The parties to this AGREEMENT acknowledge that this AGREEMENT
is made by their respective voluntary choices without being induced to do so by
any statement to that party (or his, her or its attorney) by anyone acting on
behalf of another party, other than the representations and agreements contained
in this written AGREEMENT. Each party represents and warrants that it is
authorized to execute this document on its own behalf.
EQUAL PARTICIAPTION IN CREATION OF AGREEMENT: All parties acknowledge and agree
that they have had equal participation and opportunity to participate in the
preparation, review, and approval of this AGREEMENT and that this AGREEMENT
shall not be construed for or against any particular party under the rules of
construction.
ENTIRE AGREEMENT: This AGREEMENT embodies the entire agreement between the
parties with respect to the matters contained herein and supercedes any previous
notice, negotiations, or agreements between the parties with respect to such
matters.
MODIFICATION: This AGREEMENT may not be modified except by a subsequent
agreement in writing signed by all parties. No amendment or modification of this
AGREEMENT shall be effective unless executed in writing and signed by the
parties hereto.
INTERPRETATION AND DISPUTE RESOLUTION: This AGREEMENT shall be governed by,
construed and applied in accordance to the laws of British Columbia, Canada.
Should there be any dispute concerning the interpretation, breech or execution
of this AGREEMENT, the parties agree to resolve that dispute by binding
arbitration. The prevailing party will be entitled to collect their costs and
expenses, including but not limited to attorneys fees, from the losing party.
CONFIDENTIALTY: The parties agree to hold the terms of this AGREEMENT in
CONFIDENCE and not to reveal the terms herein, including the amount of payment
to anyone other than their attorneys, accountants, or other tax preparers as may
be necessary to comply with the law. To the extent that a party is required to
reveal any term of this AGREEMENT to any other person, such party is also
required, prior to such revelation, to advise that person of the confidentiality
of this AGREEMENT and requirement that such confidential information not be
shared with any other person or entity.
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SEVERABILITY AND ADMISSIONS: The provisions of this AGREEMENT must be read as a
whole and are not severable and/or separately enforceable by either party
hereto. Each party acknowledges and agrees that this AGREEMENT, or any
consideration provided pursuant to this AGREEMENT, shall be taken or construed
to be an admission or concession by DHANOA, GREWAL, PACIFIC or BALWANT of any
kind with respect to any fact, liability or fault.
ESCROWED FUNDS: Upon the execution of this document, XXXXXX and PACIFIC
authorize Xxxxxxx X. Xxxxxx, Xx., P.C. to release or disburse the escrowed funds
as directed by XXXXXX.
IN WITNESS WHEREOF, the undersigned have executed this AGREEMENT and
RELEASE in duplicate originals as of the date first set forth above.
/s/ Vare Xxxxxx Xxxx 11, 2007
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VARE XXXXXX (an individual) DATE
/s/ Vare Xxxxxx Xxxx 11, 2007
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PACIFIC IMPERIAL CAPITAL DATE
(by Vare Xxxxxx, Principal)
/s/ Xxxxxxx Xxxxxx June 11, 2007
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XXXXXXX XXXXXX DATE
/s/ Xxx X. Xxxxx June 11, 2007
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XXX X. XXXXX, President DATE
Xxxxxx Minerals Ltd.
