MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Dated for reference June 15, 2005
BETWEEN:
T. Xxxxxxx Xxxxx, geologist, of 0000 0xx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx X0X 0X0
(hereinafter Xxxxx)
AND:
Window Rock Capital Corporation, a corporation subsisting under the laws of
the State of Nevada with a business address at 0000 Xxxxxxxx, Xxxxxxxx Xxxx,
Xxxxx, XXX 00000
(hereinafter Window Rock)
WHEREAS:
X. Xxxxx, in partnership with Petra Gem Explorations of Canada, Ltd.
(hereinafter Petra Gem) was previously involved in the staking and
acquisition of certain mineral claims in British Columbia;
X. Xxxxx and Xxxxx Gem transferred certain mineral claims to Energex
Minerals Ltd. (hereinafter Energex);
X. Xxxxx and Energex entered into a royalty agreement dated March 9,
1990 (the Royalty Agreement);
D. Energex transferred certain mineral claims to Window Rock (whose
previous corporate names included Xxxxxxxx.xxx Enterprises Inc. and AGC
Americas Gold Corp.);
X. Xxxxx has alleged certain legal claims against Window Rock arising
from the Royalty Agreement;
F. Petra Gem was dissolved as a British Columbia corporation on July 9,
1993 for failure to file corporate returns, and the principals of Petra Gem
have assigned to Xxxxx all of their interest in the matters covered by this
Agreement; and
G. Window Rock and Xxxxx wish to enter into a complete and final
settlement of all issues and potential issues between them.
NOW THEREFORE this Agreement witness that in consideration of the premises
and the mutual covenants and agreements referred to herein, the parties
agree as follows:
1. Transfer of Mineral Claims
Forthwith following execution of this Agreement, Window Rock will transfer
to Xxxxx all of its right, title and interest in the mineral claims listed
in Schedule A hereto, and geological and technical data relating thereto.
Window Rock will execute and deliver such Bills of Sale as Xxxxx may
reasonably request to effect such transfer. All costs relating to the
transfer, including without limitation the cost of preparing any required
Bills of Sale and government transfer fees, will be borne by Xxxxx.
2. No Warranty of Title
Except as expressly provided in this section, Window Rock gives no
representation, warranty, covenant, or other assurance concerning its title
or the extent of its ownership of any of the claims listed in Schedule A
hereto.
Window Rock represents and warrants that it has not, at any time subsequent
to June 9, 2005, done any act to transfer or otherwise dispose of any
interest in the mineral claims listed in Schedule A hereto.
3. Indemnification by Xxxxx
Xxxxx will indemnify and hold harmless Window Rock in respect of any and
all claims by Petra Gem, or any shareholders of Petra Gem, relating to matters
covered by this Agreement.
4. Release by Xxxxx
Except for obligations arising under this Agreement, Xxxxx, on his own behalf
and for and on behalf of his heirs, administrators, successors, and assigns
(all of whom are collectively referred to in this section as the Releasors)
hereby remises, releases, and forever discharges Window Rock Capital
Corporation, its past and present servants, officers, agents, and employees,
and all of their respective heirs, administrators, successors, and assigns
(all of whom are collectively referred to in this section as the Releasees)
of and from any and all actions, causes of action, claims, debts, demands,
damages, and costs, whether known or unknown, suspected or unsuspected,
and at law or in equity, arising from any fact or matter to the date hereof,
including without limitation any and all actions, causes of action, claims,
debts, demands, damages, and costs relating to the Royalty Agreement.
In addition, none of the Releasors will commence, prosecute, or maintain any
form of action, suit, arbitration, or any other proceeding against any person
who might claim contribution, indemnity, or any other similar form of relief
against any of the Releasees relating to any matter covered by the release
herein.
5. Release by Window Rock
Except for obligations arising under this Agreement, Window Rock, on its own
behalf and for and on behalf of its past and present servants, officers,
agents, and employees, and all of their respective heirs, administrators,
successors, and assigns (all of whom are collectively referred to in this
section as the Releasors) hereby remises, releases, and forever discharges
Xxxxx and his heirs, administrators, successors, and assigns (all of whom
are collectively referred to in this section as the Releasees) of and from
any and all actions, causes of action, claims, debts, demands, damages, and
costs, whether known or unknown, suspected or unsuspected, and at law or in
equity, arising from any fact or matter to the date hereof, including without
limitation any and all actions, causes of action, claims, debts, demands,
damages, and costs relating to the Royalty Agreement.
In addition, none of the Releasors will commence, prosecute, or maintain any
form of action, suit, arbitration, or any other proceeding against any person
who might claim contribution, indemnity, or any other similar form of relief
against any of the Releasees relating to any matter covered by the release
herein.
6. Further assurances
Each party shall execute and deliver such further documents, and do such
further acts, as may reasonably be requested by the other party to give
effect to the provisions and intent of this Agreement.
7. Independent Advice
Each party to this Agreement acknowledges and agrees that it has entered into
this Agreement based on its own business judgment and on the advice of its own
legal and other professional advisors, and not in reliance on any
representation of the other party.
8. Counterpart Execution
This Agreement may be executed in counterpart, facsimile, or by electronic
transmission, and such counterpart, facsimile, or electronically transmitted
documents shall be taken and read together and shall constitute a valid and
binding agreement of the parties hereto.
T. Xxxxxxx Xxxxx Witness
WINDOW ROCK CAPITAL CORPORATION
By:
Xxxxxxx X. Xxxxxxx, authorized signatory
Schedule A
Mineral Claims
Tenure No. Claim
238049 Law #1
238050 Law #2
238126 JM
238127 JD
238295 JR
238316 XxXxxxx 1
238326 JK Fr.
238327 JC Fr.
238328 JU Fr.
238333 JB
238340 Tor Fr.
238474 Xxxxxxx Xxxxx
238675 Gas I
238676 Gas II
303799 New Moose 2A
303800 New Moose 2B
303801 New Moose 2C
303802 New Moose 2D
303824 New Moose #5
325956 Kad I
325957 Kad II
360363 MH-1
360364 MH-2
360365 MH-3
360366 MH-4
360367 MH-5
360368 MH-6
