Filed by sedaredgar.com - Gemini Explorations, Inc. - Exhibit






PARTIAL SETTLEMENT AGREEMENT AND RELEASE 

          THIS
AGREEMENT is dated as of August 20, 2008 and is made by and between TUXEDO
HOLDINGS, LTD.(“Tuxedo”), ICE CAP HOLDINGS, LTD. (“Ice Cap”), OUTBOARD
INVESTMENTS, LTD. (“Outboard”) and GEMINI EXPLORATIONS, INC. (“Gemini”). 

          WHEREAS
On or about February 28, 2007, Gemini entered into a Services Agreement for the
provision of geological exploration services with Minera Primecap Geological
Services, S.A. for the sum of Two Hundred and Fifty Thousand Dollars
($250,000.00) .

          WHEREAS
On or about August 7, 2008 there was a Court approved Settlement Agreement
reducing the principal balance owed by settling a partial amount of Forty Five
Thousand Dollars ($45,000.00) leaving a balance due and owing of Two Hundred and
Five Thousand Dollars ($205,000.00) . 

          WHEREAS
On or about August 20, 2008 Minera Primecap Geological Services, S.A. entered
into an Assignment of Debt with Tuxedo Holdings, Ltd. to assign all rights of
the debt for services for good and valuable consideration. 




          WHEREAS
On or about August 20, 2008, Tuxedo Holdings, Ltd. entered into an agreement
with Outboard Investments, LTD. to assign Ten Thousand dollars ($10,000.00) of
the debt to Outboard Investments, LTD. for good and valuable consideration. 

          WHEREAS
On or about August 20, 2008, Tuxedo Holdings, Ltd. entered into an agreement
with Ice Cap Holdings, Ltd. to assign Ten Thousand dollars ($10,000.00) of the
debt to Ice Cap Holdings, Ltd. for good and valuable consideration. 

          WHEREAS,
on or about August 21, 2008 Tuxedo, Ice Cap and Outboard filed an action against
Gemini entitled Outboard Investments, Ltd., Ice Cap Holdings, Ltd. And
Tuxedo Holdings, Ltd. vs. Gemini Explorations, Inc., Case No:
____________, (the “Action”) in the Circuit Court of the Twelfth Judicial
Circuit, Sarasota County, Florida (the “Court”), whereby Tuxedo, Ice Cap and
Outboard asserted claims against Gemini alleging Gemini failed to pay Tuxedo,
Ice Cap and Outboard according to the terms set forth in the Service
Agreement, the amount due and owing under the Debenture in the amount of
Two Hundred and Five Thousand 




($205,000.00) in principal plus interest (hereinafter, the
“Claims”); 

          WHEREAS,
Gemini, in its Answer, denied any and all wrongdoing and asserted affirmative
defenses; 

          WHEREAS,
Gemini denied that it is liable for the amount sought in the Action, but
acknowledges that they do not have sufficient cash to satisfy the claims made in
the Action or to defend the Action and Gemini seeks to resolve this Action and
agrees to pay Tuxedo, Ice Cap and Outboard on the Service Agreement; 

          WHEREAS,
Gemini currently only has the means to satisfy payment of Tuxedo, Ice Cap and
Outboard’s bona fide claims through the issuance of authorized shares to Tuxedo,
Ice Cap and Outboard, pursuant to Section 3(a)(10) of the Securities Act of 1933
(hereinafter the “Act”); 

          WHEREAS,
Gemini and Tuxedo, Ice Cap and Outboard desire to partially resolve, settle, and
compromise Tuxedo, Ice Cap and Outboard’s bona fide claims that it has asserted
against Gemini, which arise out of or relate to the Service Agreement, in the
amount of Two Hundred and 




Five Thousand Dollars ($205,000.00) due and owing (hereinafter
the “Compromised Amount”); 

          With
this background incorporated herein, the parties hereby agree to the following
settlement: 

TERMS OF SETTLEMENT 

          1.
CLAIMS. Tuxedo, Ice Cap and Outboard agrees to partially resolve its bona
fide claim with Gemini for the agreed upon sum of Thirty Thousand Dollars
($30,000.00) which amount shall be deducted from the balance due and owing under
the Service Agreement which is Two Hundred and Five Thousand Dollars
($205,000.00) . 

          2.
SETTLEMENT SHARES. As soon as practicable following entry of an order by
the Court in accordance with Paragraph 4 herein, Gemini shall issue and deliver
to Tuxedo, Ice Cap and Outboard shares of Gemini’s common stock, par value $0.01
per share, (“Common Stock”) sufficient to satisfy the Compromised Amount through
the issuance of freely trading securities issued pursuant to Section 3(a)(10) of
the Act. The parties agree that the total amount of Common Stock to be delivered
by Gemini to satisfy the Compromised Amount shall be Four Million Five 




hundred Thousand (4,500,000.00) freely trading shares of Common
Stock to Tuxedo, Four Million Five Hundred Thousand (4,500,000.00) freely
trading shares of Common Stock to Outboard and Four Million Five hundred
Thousand (4,500,000.00) freely trading shares of Common Stock to Ice Cap (the
“Settlement Shares”). 

          3.
PAYMENT IN FULL. Tuxedo, Ice Cap and Outboard and Gemini agree that
delivery of the freely trading Settlement Shares pursuant to the conditions set
forth herein shall satisfy Gemini’s obligation to the extent stated above
regarding the Debenture.

          4.
FAIRNESS HEARING. Upon execution hereof, Tuxedo, Ice Cap and Outboard and
Gemini agree, pursuant to 15 U.S.C. §77(a)(10), to immediately submit the terms
and conditions of this Agreement to the Court for a hearing on the fairness of
such terms and conditions, for the issuance of an exemption from registration of
the Settlement Shares and an Order approving the Agreement. Gemini aver it is a
“reporting issuer” that files reports with the SEC under Section 13 of the
Securities and Exchange Act of 1934 (the “Exchange Act”); Gemini aver it is NOT
current in all its 




filing required under the Exchange Act; and Tuxedo, Ice Cap and
Outboard avers that although there is not adequate public information and they
are aware that Gemini is not current in it filings he acknowledges this fact and
waives the right of access to this information. In connection with such a
fairness hearing, Gemini, the issuer of the securities, and Tuxedo, Ice Cap and
Outboard , the proposed parties to whom the securities are to be issued, agree
that the value of the Settlement Shares utilized to satisfy the Claims is fair
and reasonable. This Agreement shall become binding upon the parties only upon
entry of an order by the Court substantially in the form of annexed hereto as
Exhibit A (the “Order”) . 

          5.
NECESSARY ACTION. At all times after the execution of this Agreement and
entry of the Order by the Court, each party hereto agrees to take or cause to be
taken all such necessary action including, without limitation, the execution and
delivery of such further instruments and documents, as may be reasonably
requested by any party for such purposes or otherwise necessary to complete or
perfect the transaction contemplated hereby. 




          6.
CONFIDENTIALITY AGREEMENT. At all times prior to execution of this
Agreement, the parties hereto agree to not disclose to any other person any of
the terms of said Agreement. 

          7.
RELEASES. Upon delivery of the Settlement Shares to Tuxedo, Ice Cap and
Outboard and in consideration of the terms and conditions of this Agreement, and
except for the obligations and representations arising or made hereunder or a
breach hereof, the parties hereby release, acquit and forever discharge the
other and each, every and all of their current and past officers, directors,
shareholder, affiliated corporations, subsidiaries, agents, employees,
representatives, attorneys, predecessors, successors and assigned (the “Released
Parties”), of and from any and all claims, damages, causes of action, suits and
costs, of whatever nature, character or description, whether known or unknown,
anticipated or unanticipated, which the parties may now have or may hereafter
have or claim to have against each other with respect to the Claims. Nothing
herein shall be deemed to negate or affect Tuxedo, Ice Cap and 




Outboard’s right and title to any securities heretofore issued
to it by Gemini. 

          8.
CONTINUING JURISDICTION: Simultaneously with the execution of this
Agreement, the attorneys representing the parties hereto will execute a
stipulation of dismissal substantially in the form annexed hereto as Exhibit B
(the “Stipulation of Dismissal”), which shall be held by Tuxedo, Ice Cap and
Outboard’s counsel and filed with the Court after Gemini’s delivery of the
Settlement Shares in accordance with paragraph 2 herein. In order to enable the
Court to grant specific enforcement and other equitable relief in connection
with this Agreement, (a) the parties consent to the jurisdiction of the Court
for purposes of enforcing this Agreement and (b) each party to this Agreement
expressly waives any contention that there is an adequate remedy at law or any
like doctrine that might otherwise preclude injunctive relief to enforce this
Agreement. 

          9.
CONTINUING OBLIGATION Both parties agree to use their best efforts to
cooperate with the Court to cause the Order to be timely entered and agree that
delays caused due 




to Court calendars shall not constitute a valid reason to void
this Agreement. 

          10.
INFORMATION. Tuxedo, Ice Cap and Outboard and Gemini each represent that
prior to the execution of this Agreement, they have had the advice of counsel,
namely, Robert E. Turffs, Esquire of Robert E. Turffs, P.A. for Tuxedo, Ice Cap
and Outboard and Michael J. Raterink, Esquire of Michael J. Raterink, P.A. for
Gemini, they fully informed themselves of its terms, contents, conditions and
effects, and that no promise or representation of any kind has been made to them
except as expressly stated in this Agreement. 

          11.
OWNERSHIP AND AUTHORITY. Tuxedo, Ice Cap and Outboard and Gemini
represent and warrant that they have not sold, assigned transferred, conveyed or
otherwise disposed of any or all of any claim, demand, right or cause of action,
relating to any matter which is covered by this Agreement, that each is the sole
owner of such claim, demand, right or cause of action, and each has the power
and authority and has been duly authorized to enter into and perform this
Agreement and that this Agreement is a 




binding obligation of each, enforceable in accordance with its
terms. 

          12.
BINDING NATURE. This Agreement shall be binding on all parties executing
this Agreement and their respective successors, assigns and heirs.

          13.
AUTHORITY TO BIND. Each party to this Agreement represents and warrants
that the execution, delivery and performance of this Agreement and the
consummation of the transaction provided in this agreement have been duly
authorized by all necessary action of the respective entity and that the person
executing this Agreement on its behalf has the full capacity to bind that
entity. Each party further represents and warrants that it has been represented
by independent counsel of its choice with the negotiation and execution of this
Agreement and that counsel has reviewed this Agreement.

          14.
SIGNATURES. This Agreement may be signed in counterparts and the
Agreement, together with its counterpart signature pages, shall be deemed valid
and binding on each party when duly executed by all parties.




Facsimile signatures shall be deemed valid and binding for all
purposes.

          15.
CHOICE OF LAW, ETC. Notwithstanding the place where this Agreement may be
executed by either of the parties, or any other factor, all terms and provisions
hereof shall be governed by and construed in accordance with the laws of the
State of Florida, applicable to agreements made and to be fully performed in
that State and without regard to principles of conflicts of law thereof. Any
action brought to enforce, or otherwise arising out of this Agreement shall be
brought only in the Circuit Court of the Twelfth Judicial Circuit sitting in the
State of Florida, County of Sarasota.

          16.
INCONSISTENCY. In the event of any inconsistency between the terms of
this Agreement and any other document executed in connection herewith, the terms
of this Agreement shall control to the extent necessary to resolve such
inconsistency. 

          IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first indicated above. 





	 	  	OUTBOARD INVESTMENTS, INC. 
	 	 	 
	 	 	 
	 	By: 	  
	 	 	 
	 	Its: 	Chief Executive Officer 
	 	  	  
	 	  	  
	 	 	TUXEDO HOLDINGS,
      LTD. 
	 	 	 
	 	 	 
	 	By: 	  
	 	 	 
	 	Its: 	Chief Executive Officer 
	 	 	 
	 	 	 
	 	 	ICE CAP HOLDINGS,
      LTD. 
	 	 	 
	 	 	 
	 	By: 	  
	 	 	 
	 	Its: 	Chief Executive Officer 
	 	  	  
	 	 	 
	 	 	AND 
	 	 	 
	 	  	GEMINI EXPLORATIONS, INC. 
	 	 	 
	 	 	 
	 	By: 	  
	 	 	 
	 	Its: 	Chief Executive Officer