EXHIBIT 10.1
SETTLEMENT AGREEMENT
THIS AGREEMENT is entered into as of this 15th day of March, 2003 by and
between Intergold Corporation, a Nevada corporation (the "Company") and Sonanini
Sonanini Holdings Ltd. ("Sonanini").
RECITALS:
WHEREAS, Sonanini has provided advances and or promissory notes to the
Corporation, and/or is owed accrued interest thereto whereby the Company is
indebted to Sonanini in the aggregate amount of $659,862.25 for certain
financial, administrative and managerial services performed by Sonanini, and/or
advances provided by Sonanini, and/or accrued interest on unpaid amounts due to
Sonanini thereunder; and
WHEREAS, the Company is indebted to Sonanini for repayment of such
aggregate amount of $659,862.25; and
WHEREAS, the Company and Sonanini acknowledge that the aggregate amount of
$659,862.25 is due and owing Sonanini (the "Debt"); and
WHEREAS, the Company agrees to issue to Sonanini 32,993,113 Shares of its
restricted common stock at $0.02 per share (the "Shares") as full and complete
satisfaction of the Debt pursuant to Intergold Corporation Board of Directors
authorized resolution dated March 15, 2003.
AGREEMENT
1. The Company shall issue to Sonanini 32,993,113 Shares in full and
complete satisfaction of the Debt.
2. Sonanini agrees to accept the issuance and delivery of 32,993,113 Shares
in full settlement and satisfaction of the Debt, and further agrees to release
and forever discharge the Company from any and all causes of action, debts, sums
of money, claims and demands whatsoever, in law or in equity, related to the
Debt, which Sonanini now or hereafter can, shall or may have.
3. Sonanini is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). Sonanini understands
that the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. Sonanini understands that it may be
required to bear the economic risk of this investment for an indefinite period
of time because there is currently no trading market for the Shares and the
Shares cannot be resold or otherwise transferred unless applicable federal and
state securities laws are complied with or exemptions therefrom are available.
4. Sonanini represents and warrants that the Shares are being acquired
solely for Sonanini's own account, for investment purposes only, and not with a
view to or in connection with, any resale or distribution. Sonanini understands
that the Shares are nontransferable unless the Shares are registered under the
Securities Act and under any applicable state securities law or an opinion of
counsel satisfactory to the Company is delivered to the Company to the effect
that any proposed disposition of the Shares will not violate the registration
requirements of the Securities Act and any applicable state securities laws.
Sonanini further understands that the Company has no obligations to register the
Shares under the Securities Act or to register or qualify the Shares for sale
under any state securities laws, or to take any other action, through the
establishment of exemption(s) or otherwise, to permit the transfer thereof.
5. Sonanini has had an opportunity to ask questions of and received answers
from the officers, directors and employees of the Company or a person or persons
acting on its or their behalf, concerning the financial position of the Company.
6. This Settlement Agreement shall be effective as of March 25, 2003, and
shall be binding upon and inure to the benefit of the parties hereto and their
respective assigns and successors.
INTERGOLD CORPORATION,
a Nevada Corporation
By:__________________________
Xxxxx Xxxxxx, President
SONANINI HOLDINGS LTD.
By: _________________________
Wolfgang Rauball
