ex_10-1.htm


    
      

      

    

    EXHIBIT 10.1

     

     

    
      RELEASE
AND SETTLEMENT AGREEMENT

      


      This
Release and Settlement Agreement (the “Agreement”) effective as of the 9th day
of October, 2008 (the “Effective Date”), is made and entered into by and between
Vault Technology, Inc., a Nevada corporation, Tekaz Mining Corp, a British
Columbia corporation, and 101117559 Saskatchewan Ltd, a Saskatchewan
corporation, (collectively, the “Vault Entities”); and Caelum Finance Ltd., a
British Columbia corporation and Curt White, an individual (collectively, the
“Caelum Parties”).

      


      W I T N E
S S E T H:

      


      WHEREAS,
the parties believe it is in their best interests to terminate all existing
relationships between the parties and settle all outstanding debts between the
Vault Entities and the Caelum Entities; and

      


      WHEREAS,
the parties desire to set forth the terms and conditions of the termination of
relationships, the transfer of rights and interests, the release and assumption
of liabilities, and the waiver and release of claims.

      


      NOW
THEREFORE, in consideration of the promises and the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties do hereby agree as
follows:

      


      1.
Termination of Existing Agreements.  Vault Entities and Caelum Parties
hereby agree that except for the agreements made herein, any and all existing
agreements, contracts or understandings, debts or liabilities, whether written
or oral, by and between Vault Entities and Caelum Parties (collectively the
“Existing Agreements”) are hereby terminated (without penalty or damages to any
party) and shall be of no further force and effect. Vault Entities and Caelum
Parties agree that no amounts shall be payable to Caelum Parties pursuant to the
Existing Agreements and that any and all amounts due and payable by Caelum
Parties to Vault Entities shall be extinguished and completely
released.

      


      2.
Release.

      


      2.1.
Release by Caelum Parties.  Except as provided in this Agreement, and
conditioned on the full and faithful performance of all obligations of Vault
Entities herein, Caelum Parties, on behalf of such parties representatives,
successors, assigns, affiliates, agents, employees and attorneys, hereby
knowingly and voluntarily releases, acquits and forever discharges Vault
Entities and its respective heirs, representatives, shareholders, officers,
directors, investors, successors, assigns, affiliates, agents, employees and
relatives, from any and all actions, causes of action, claims, suits, demands,
rights, damages, costs, invoices, expenses (including but not limited to
attorneys’ fees), accounts, judgments, executions, debts, obligations, rights of
contribution and indemnification, and any and all other liabilities of any kind
or nature whatsoever, either in law or in equity, whether matured or unmatured,
and whether known or unknown, from the beginning of time up to and including the
Effective Date.

       

      
        
          
          

        

        
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      2.2. It
is understood that there is a risk that, subsequent to the execution and
delivery of this Agreement, losses, damages or injuries might be incurred which
are unknown or unanticipated, for whatever reason, at the time of the execution
and delivery of this Agreement.  It is none the less specifically
agreed that the releases specified in this Agreement are fully and completely
effective regardless of any present lack of knowledge on the part of any party
as to any claims, charges, complaints, liabilities, obligations, debts, suits,
demands, grievances, losses, damages, injuries costs, expenses, rights, actions
or causes of action, or as to any possible fact or circumstance relating in any
manner to the matters for which the releases specified in this Agreement are
made.  Caelum Parties voluntarily, intentionally and expressly waive
the benefits and provisions of Section 1542 of the Civil Code of the State of
California, and any similar law of any state or territory of the United States
of America or other jurisdiction.  Specifically, that Section 1542
specifies as follow:

      


      "A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."

      


      2.3.
Release by Vault Entities.  Vault Entities, on behalf of Vault
Entities and on behalf of his heirs, representatives, successors, assigns,
affiliates, agents, employees and relatives, hereby knowingly and voluntarily
release, acquit and forever discharge Caelum Parties and such parties’
representatives, shareholders, officers, directors, investors successors,
assigns, affiliates, agents, employees and attorneys, from any and all actions,
causes of action, claims, suits, demands, rights, damages, costs, invoices,
expenses (including but not limited to attorneys’ fees), accounts, judgments,
executions, debts, obligations, rights of contribution and indemnification, and
any and all other liabilities of any kind or nature whatsoever, either in law or
in equity, whether matured or unmatured, and whether known or unknown, from the
beginning of time up to and including the Effective Date.

      


      2.4. It
is understood that there is a risk that, subsequent to the execution and
delivery of this Agreement, losses, damages or injuries might be incurred which
are unknown or unanticipated, for whatever reason, at the time of the execution
and delivery of this Agreement.  It is none the less specifically
agreed that the releases specified in this Agreement are fully and completely
effective regardless of any present lack of knowledge on the part of any party
as to any claims, charges, complaints, liabilities, obligations, debts, suits,
demands, grievances, losses, damages, injuries costs, expenses, rights, actions
or causes of action, or as to any possible fact or circumstance relating in any
manner to the matters for which the releases specified in this Agreement are
made.  Vault Entities voluntarily, intentionally and expressly waive
the benefits and provisions of Section 1542 of the Civil Code of the State of
California, and any similar law of any state or territory of the United States
of America or other jurisdiction.  Specifically, that Section 1542
specifies as follow:

      


      "A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."

      
        
          
          

        

        
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      3.
Consideration.

      


      3.1.
Consideration from Vault Entities.

      


      3.1.1.
Vault Entities shall transfer all rights, title and interest to the Wollaston
East Claims MPP 1253 and MPP 1255 described in Schedule “A” attached hereto
(“Property”) to Caelum Finance Ltd., as full and complete consideration of all
of the releases, rights and obligations under this Agreement and as payment
in full for that Loan Agreement, dated June 25, 2007, and Amendment No. 1 to
Loan Agreement dated August 22, 2008.  The Vault Entities agrees to
take all action necessary to transfer the Property to Caelum Finance
Ltd.

      


      3.2.
Consideration from Caelum Parties.

      


      3.2.1.
Caelum Finance Ltd. hereby waives any and all rights, repayment, and claims
under any loan or note made to Vault Technology, Inc. and/or Vault Entities, and
specifically agrees that the Property shall be payment in full for that loan
titled Loan Agreement, dated June 25, 2007, and Amendment No. 1 to Loan
Agreement dated August 22, 2008, in the principal amount of two hundred twenty
thousand dollars (CDN$220,000), further warranting and representing neither the
note, nor any portion of it, has been assigned, hypothecated or otherwise
transferred to any other individual or entity.

      


      3.2.2. At
the time of execution of this Agreement, Curt White shall deliver its entire
ownership and interest in Vault Technology, Inc., including any and all shares
of Vault Technology, Inc., a Nevada corporation.  Curt White
represents it owns Two Million Two Hundred Fifty Thousand (2,250,000) shares,
but hereby agrees to cancel any and all shares owned regardless of number. Curt
White warrants and represents he has not at any time transferred any of these
shares to any other person or entity except Vault Technology, Inc. Curt
White hereby waives any and all rights, repayment, and claims under any loan or
note made to Vault Technology, Inc. and/or Vault Entities, further warranting
and representing neither the note, nor any portion of it, has been assigned,
hypothecated or otherwise transferred to any other individual or
entity.

      


      4.
Representations and Warranties.

      


      4.1.
Vault Entities represents and warrants that:

      


      4.1.1.
This Agreement has been duly authorized, executed and delivered by Vault
Entities and constitutes a valid and legally binding obligation of Vault
Entities; and

      


      4.1.2.
Except for the statements expressly set forth in this Agreement, Vault Entities
is not relying on any verbal statement or representation in entering into this
Agreement, and has not relied on any such statement or representation in
executing this document or in making the agreements provided for
herein.

       

      
        
          
          

        

        
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      4.2.
Caelum Parties represent and warrant that:

      


      4.2.1.
This Agreement has been duly authorized, executed and delivered by such parties,
respectively, and constitutes a valid and legally binding obligation upon such
parties; and

      


      4.2.2.
Except for the statements expressly set forth in this Agreement, Caelum Parties
are not relying on any verbal statement or representation in entering into this
Agreement, and has not relied on any such statement or representation in
executing this document or in making the agreements provided for
herein.

      


      4.3. The
representations and warranties contained in this Section 4 shall survive
execution and delivery of this Agreement.

      


      5.
Confidentiality and Non-Disclosure; Non-Disparagement.  The parties
agree that except with regard to information that is otherwise public knowledge,
was properly known to a party prior to receipt thereof from another party, was
independently developed or as required by court order or law, the terms of this
Agreement and the subject matter of this settlement will be kept strictly
confidential and will not without the prior written consent of all of the
parties hereto be disclosed to any third party in any manner whatsoever, in
whole or in part.  Except if there is a breach of this Agreement, the
parties agree that they will not make directly any negative or derogatory
statement regarding any other party to any third parties, or imply any improper
conduct on the part of any other party.

      


      6. Choice
of Law.  This Agreement shall be governed by and construed and
enforced in accordance with the internal laws (excluding conflict of law
principles) of the State of Florida. With respect to any suit, action or
proceeding brought by any party arising out of or relating to this Agreement,
such party hereby irrevocably submits to the jurisdiction of the federal and
state courts located in the County of Broward in the State of Florida and agrees
that any proceeding will be resolved exclusively in the appropriate court
located in the County of Broward, State of Florida.  Each of the
parties reserves to that party the right to initiate and pursue any legal action
necessary to enforce the terms of this Agreement.  In any such action,
the prevailing party shall be entitled to recover from the other party the
prevailing party’s reasonable attorney’s fees and other costs incurred in
connection with such action, in addition to all other recovery or
relief.

      


      7. Entire
Agreement; Amendment.  This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
hereof and supersedes and terminates all prior agreements.  No party
hereto shall have any right or obligation of any kind whatsoever under any other
agreement.  Except as expressly provided herein, neither this
Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by all of the parties
hereto.

      


      8.
Counterparts; Facsimile Signatures.  This Agreement may be executed in
any number of counterparts, each of which may be executed by only one of the
parties hereto, each of which shall be enforceable against the party actually
executing such counterpart, and all of which together shall constitute one
instrument.  Facsimile signatures shall be deemed to constitute
original signatures.

       

      
        
          
          

        

        
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      9.
Severability.  Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

      


      10.
Headings.  Captions and headings are used herein for convenience only,
and are not part of this Agreement, and shall not be used in construing
it.

      


      11.
Assignment.  This Agreement and any rights or obligations arising
hereunder are not assignable or delegable by any party hereto without the prior
written consent of all of the other parties hereto.

      


      12.
Advice of Counsel.  Each of the parties hereto confirms that before
executing this Agreement he or it had the actual benefit of legal counsel of
such parties own selection and that such party executed this Agreement following
consultation with such counsel.

      


      [Remainder
of page intentionally left blank.]

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the signatories below warrant their authority to execute and
hereto caused this Agreement to be duly executed and delivered, as of the date
first above written.

      


      Vault
Entities Parties:

      Vault
Technology, Inc.:

       

      
        	By:	
                
                  /s/
      Nick Arroyo

                

              	 	 	
                 

              	 
	
                Its:

              	
                Nick
      Arroyo

                President

              	 	 	
                 

              	 


      

    

     

    Tekaz
Mining Corp:

    
      
         

        
          	By:	
                  /s/
      Curt
      White

                	 	 	
                   

                	 
	
                  Its:

                	
                  Curt
      White

                  
                    President

                  

                	 	 	
                   

                	 


        

      

       

      101117559
Saskatchewan Ltd:

       

      
        
          
            	By:	
                    /s/ Randy White

                  	 	 	
                     

                  	 
	
                    Its:

                  	
                    Randy
      White

                    
                      President

                    

                  	 	 	
                     

                  	 


          

        

         

      

      Caelum
Parties:

      Caelum
Finance Ltd.:

      
         

        
          
            
              	By:	
                      /s/ Constantine Carmichael

                    	 	 	
                       

                    	 
	
                      Its:

                    	
                      Constantine
      Carmichael

                      
                        President

                      

                    	 	 	
                       

                    	 


            

          

        

      

       

      Curt
White:

      
         

        
          
            
              
                	By:	
                        
                          /s/
      Curt White

                        

                      	 	 	
                         

                      	 
	 	
                        Curt
      White

                      	 	 	
                         

                      	 


              

            

             

          

        

      

    

    
      
        
        

      

      
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    SCHEDULE
“A”

     

    THE
PROPERTY

     

    
      	 
      	
              Mining

            	 
      	 
      	 
      	 
      
	
              Permit
    No.

            	
              District

            	
              Location

            	
              Area
(ha)

            	
              Map
Sheet

            	
              Record
    Date

            
	
              MPP
      1253

            	
              Northern

            	
              Hydichuk
      Lake Area

            	
              41003

            	
              64-L-02

            	
              20/12/2006

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              MPP
      1255

            	
              Northern

            	
              Hydichuk
      Lake Area

            	
              39584

            	
              64-L-02

            	
              20/12/2006