Exhibit 10.4
SETTLEMENT AGREEMENT
This Settlement Agreement (hereinafter 'Agreement') is made as of the 31st day
of August 2005.
Between: LIONS PETROLEUM INC., a fully reporting State of Delaware company,
trading on the OTCBB exchange under symbol LPET, with offices at 000
00xx Xxxxxx, Xxxxx 0000 Xxxxx, Xxxxxx, XX, 00000, X.X.X.
(hereinafter called 'Lions')
of the First Part
And: LIONS PETROLEUM CORP., a Nevada corporation, with offices at #200 -
000 Xxxx Xxxxx, Xxxx Xxxxxxxxx, X.X., X0X 0X0, Xxxxxx,
(hereinafter called 'Nevada')
of the Second Part
And: PURE ENERGY VISIONS CORPORATION, an Ontario corporation, with
offices at 00 Xxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxx, X0X 0X0,
Xxxxxx (hereinafter called 'Visions')
of the Third Part
WHEREAS, at the date hereof, Lions owns 29,126,160 common shares of Visions,
which shareholding represents 100% of the issued and outstanding common shares
of Visions;
AND WHEREAS such 29,126,160 common shares of Visions are held subject to the
rights granted by Lions on February 9, 2005 to its shareholders of record as
at September 20, 2004 by the terms of the 'Special Warrants', which Special
Warrants provided each holder the right to acquire, without any additional
consideration, an equivalent number of shares in the capital of Visions
(hereinafter 'Securities'), which company was previously named Energy Ventures
Inc. (Canada) and changed its name to Pure Energy Visions Corporation on
January 4, 2005. The Special Warrants may be exercised by each holder during a
period of 18 months from September 20, 2004, the date of issuance, and shall
be exercised automatically on the day of issuance by the Ontario Securities
Commission of a receipt for a final prospectus related to the distribution of
the Securities being acquired by the holders of the Special Warrants upon
exercise of such Special Warrants. The Special Warrants shall be exercised
automatically on the expiry date of the Special Warrants;
AND WHEREAS, as a result of the issue of the Special Warrants, Lions
determined that at September 30, 2004 and at the date hereof it no longer has
ownership of Visions;
AND WHEREAS, as at June 30, 2005, Lions owed to arms length third parties
approximately U.S. $449,451 incurred during the period to September 20, 2004
in which Lions was in the fuel cell and battery business, then discontinued
(hereinafter 'Assumed Debt');
AND WHEREAS, as at June 30, 2005, Lions owed to Dohan and Company, its
auditors, and to service providers to be determined, approximately U.S.
$20,193 of audit fees incurred in respect of the Lions audit as at September
30, 2004 and an additional U.S. $12,000 provided with respect to the filing of
tax returns to that date;
1
AND WHEREAS, as at September 30, 2004 and also at June 30, 2005, Lions is
involved in unresolved litigation that arose prior to September 20, 2004 and
is referred to in detail in the 10KSB filed with respect to its fiscal year
ended September 30, 2004 (hereinafter 'Assumed Litigation'). Such litigation
specifically includes an action commenced in Vancouver, British Columbia, by
Xx. Xxxx Xxxxxx and August Capital Corp., and an action respecting Northern
Securities Inc., Vic Alboini and Stature Inc.;
AND WHEREAS, as at September 30, 2004 and also at June 30, 2005, Lions has
provided its guarantee with respect to an unused factoring agreement set up
prior to September 20, 2004 (hereinafter 'Assumed Factoring Agreement');
AND WHEREAS, as at June 30, 2005, Nevada has advanced to Visions the sum of
approximately U.S. $112,726 (hereinafter 'Nevada Debt');
AND WHEREAS each of the Parties wishes the above matters to be settled and
resolved each in their own respective interests, and such settlement and
resolution is the purpose of this Agreement;
NOW THEREFORE in consideration of the covenants contained in this Agreement
and other good and valuable consideration paid by each party to the others
(the receipt and sufficiency of which are hereby acknowledged), the Parties
agree as follows:
PURE ENERGY VISIONS CORPORATION AGREES:
1) To assume the Assumed Debt and, on a best efforts basis, to obtain the
written agreement of the creditors concerned to accept Visions as their debtor
instead of Lions;
2) To accept all responsibility in respect of the Assumed Litigation. And on
a best efforts basis, to bring such litigation to a speedy and satisfactory
conclusion;
3) To accept all responsibility in respect of the Assumed Factoring
Agreement. And on a best efforts basis, to ensure that the legal obligation of
Lions respecting such matter is cancelled;
4) To defend, indemnify and hold Lions and Nevada, and their respective
officers, directors, shareholders, employees, agents, attorneys and
representatives, harmless from and against any damages, liabilities, losses
and expenses (including, without limitation, reasonable attorneys' fees) which
may be sustained or suffered by Lions and Nevada arising out of, based upon,
or by reason of a failure to perform any agreement or covenant made by the
Visions in this Agreement
LIONS PETROLEUM INC. AGREES:
5) To issue to Visions common shares of Lions to a value of U.S. $94,000,
the specific quantity of shares to be issued and the method of share valuation
to be mutually agreed by Lions and Visions;
6) To be responsible for all legal, accounting and other costs incurred
subsequent to September 20, 2004. And to be responsible also for costs yet to
be incurred in order to implement this Agreement;
2
7) To issue to Nevada, respecting its agreement to forgive the Nevada Debt,
such quantity of common shares of Lions as is to be agreed by Lions and Nevada
and/or assume the Nevada Debt, and/or such other consideration as may be
mutually agreed by Lions and Nevada;
8) To defend, indemnify and hold Visions and Nevada, and their respective
officers, directors, shareholders, employees, agents, attorneys and
representatives, harmless from and against any damages, liabilities, losses
and expenses (including, without limitation, reasonable attorneys' fees) which
may be sustained or suffered by Visions and Nevada arising out of, based upon,
or by reason of a failure to perform any agreement or covenant made by the
Lions in this Agreement
LIONS PETROLEUM CORP. AGREES:
9) To forgive the Nevada Debt;
10) To defend, indemnify and hold Lions and Visions, and their respective
officers, directors, shareholders, employees, agents, attorneys and
representatives, harmless from and against any damages, liabilities, losses
and expenses (including, without limitation, reasonable attorneys' fees) which
may be sustained or suffered by Lions and Visions arising out of, based upon,
or by reason of a failure to perform any agreement or covenant made by the
Nevada in this Agreement
ALL THREE PARTIES MUTUALLY AGREE:
11) That any and all verbal or written agreements, understandings or
resolutions, related in any way to the Lions shell and to the agreements and
responsibilities of the Parties with respect thereto, dated prior to the date
of this Agreement are null and void. And this Agreement constitutes the only
agreement between the Parties respecting its subject matter.
12) To execute and deliver such shareholder and director resolutions and
other agreements as are necessary or required to give effect to this
Agreement;
13) To close the Agreement on or before September 30, 2005;
14) That they have been advised to obtain and have obtained independent legal
advice with respect to this Agreement and that they have not relied in any way
upon advice or representations relating to this Agreement made by any other
party.
15) That all Parties will comply with all applicable government laws,
regulations and ordinances.
16) That this Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario.
17) To execute and deliver any further documents required to give effect to
this Agreement.
18) This Agreement may be executed in as many counterparts as may be
necessary and each of which so signed will be deemed to be an original and
such counterparts together will constitute one and the same instrument and
notwithstanding the date of execution will be deemed to bear the date set
forth above.
3
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
SIGNED, SEALED AND DELIVERED by )
LIONS PETROLEUM INC. )
) c/s
/s/ Xxxx Xxxxxxx )
______________________________________ )
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
LIONS PETROLEUM CORP. )
) c/s
/s/ Xxxxxx Xxxxxx )
______________________________________ )
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
PURE ENERGY VISIONS CORPORATION )
) c/s
/s/ D. Xxxxx Xxxxxxxx )
______________________________________ )
Authorized Signatory
4
