Filed by sedaredgar.com - Gemini Explorations Inc.  - Exhibit 10.1






     DEBENTURE, AND THE SECURITIES INTO
WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE “ SECURITIES ”), HAVE NOT BEEN
REGISTERED WITH THE UNITED STATES SECURITIES EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO
A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S AND/OR REGULATION D
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMEMDED (THE “ACT”). THE
SECURITIES ARE “ RESTRICTED ” AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN
REGULATIONS PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED
UNDER THE ACT, PURSUANT TO REGULATION S AND/OR REGULATION D OR PURSUANT TO
AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE
COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER
HEDGING TRANSACTION INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN
COMPLIANCE WITH THE ACT. 

DEBENTURE 
Gemini Explorations
Inc.
8% Convertible Debenture 
Due November 01, 2008


No. 1 

$100,000.00 

     This Debenture is issued by
Gemini Explorations Inc., a Nevada corporation (the “Company”), and
Galleon Investments Ltd. (together with its permitted successors and
assigns, the “Holder”) pursuant to exemptions from registration under the
Securities Act of 1933, as amended. 

ARTICLE I. 

Section 1.01 

     Principal and Interest.
For value received by August 01, 2008 the Company hereby promises
to pay to the order of Holder in lawful money of the United States of America
and in immediately available funds the principal sum of $100,000.00, together
with interest on the unpaid principal of this Debenture at the rate of eight
percent (8%) per year (computed on the basis of the 365-day year and the actual
days elapsed) from the date of this Debenture until paid. At the Company’s
option, the entire principal amount and all accrued interest shall be either (a)
paid to the Holder on or before the due date of this Debenture or (b) converted
in accordance with Section 1.02 herein. 




Section 1.02 

     Optional Conversion.
The Holder is entitled, at its option, to convert, at any time and from
time to time, until payment in full of this Debenture, all or any part of the
principal amount of this Debenture, plus accrued interest, into shares (the “
Conversion Shares ”) of the Company’s common stock, par value $0.0010 per
share (“ Common Stock ”), at a price per share equal to seventy five
percent (75%) of the average of the three lowest closing bid prices of the
Common Stock for the five trading days immediately prior to the date that the
Company receives notice of conversion. To convert this debenture, the Holder
shall deliver written notice (the “ Conversion Notice ”) thereof, such
Conversion Notice containing such information necessary including amount of
conversion and number of shares, to the Company at its address set forth herein.
The date upon which the conversion shall be effective (the “ Conversion Date
”) shall be deemed to be the date set forth in the Conversion Notice. The
Conversion Shares shall be delivered to the Holder at the address indicated
herein. 

     The Company is entitled, at its
option, to convert, at any time and from time to time, until payment in full of
this Debenture, all or any part of the principal amount of this Debenture, plus
accrued interest, into shares (the “ Conversion Shares ”) of the
Company’s common stock, par value $0.0010 per share (“ Common Stock ”),
at a price per share equal to seventy five percent (75%) of the closing bid
price of the Common Stock on the date that the Company issues such notice of
conversion. To convert this debenture, the Company shall deliver written notice
(the “ Conversion Notice ”) thereof, such Conversion Notice containing
such information necessary including amount of conversion and number of shares,
to the Holder at its address set forth herein. The date upon which the
conversion shall be effective (the “ Conversion Date ”) shall be deemed
to be the date set forth in the Conversion Notice. The Conversion Shares shall
be delivered to the Holder at the address indicated herein. 

Section 1.03 

     Reservation of Common
Stock. The Company shall reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of this Debenture, such number of shares of Common
Stock as shall from time to time be sufficient to effect such conversion, based
on the Conversion Price. If at any time the Company does not have a sufficient
number of Conversion Shares authorized and available, then the Company shall
call and hold a special meeting of its stockholders within sixty (60) days of
that time for the sole purpose of increasing the number of authorized shares of
Common Stock. 




Section 1.04

     Interest Payments.
The interest so payable will be paid at the time of maturity or
conversion to the person in whose name this Debenture is registered. At the time
such interest is payable, the Company, in its sole discretion, may elect to pay
interest in cash or in the form of Common Stock. If paid in Common Stock, the
amount of stock to be issued shall be calculated in accordance with the formula
and procedure set forth in Section 1.02 above. 

Section 1.05

     Right of Redemption
. The Company shall have the right to redeem, with thirty (30) business
days advance notice to the Holder, any or all outstanding Debentures remaining
in its sole discretion (“Right of Redemption”). The redemption price
shall be equal to 100% of the face amount of the Debenture redeemed plus all
accrued interest (“Redemption Price”).

Section 1.06

     Subordinated Nature of
Debenture . This Debenture and all payments hereon, including principal
or interest, shall be subordinated and junior in right of payment to all
accounts payable of the Company incurred in the ordinary course of business
and/or bank debt of the Company not to exceed $30,000. 

ARTICLE II. 

Section 2.01 

     Amendments and Waiver of
Default. The Debenture may be amended with the consent of Holder.
Without the consent of Holder, the Debenture may be amended to cure any
ambiguity, defect or inconsistency, to provide assumption of the Company
obligations to the Holder or to make any change that does not adversely affect
the rights of the Holder. 

ARTICLE III. 

Section 3.01 

     Events of Default.
An Event of Default is defined as follows: (a) failure by the Company to
pay amounts due hereunder within fifteen (15) days of the date of maturity of
this Debenture; (b) failure by the Company for thirty (30) days after notice to
it to comply with any of its other agreements in the Debenture; or (c) events of
bankruptcy or insolvency which is not cured by the Company within ten (10) days
after receipt of written notice thereof. The Holder may not enforce the
Debenture except as provided herein. 




ARTICLE IV. 

Section 4.01 

     Anti-dilution . In
the event that the Company shall at any time subdivide the outstanding shares of
Common Stock, or shall issue a stock dividend on the outstanding Common Stock,
the Conversion Price in effect immediately prior to such subdivision of the
issuance of such dividend shall be proportionately decreased and, in the event
that the Company shall at any time combine the outstanding shares of Common
stock, the Conversion price in effect immediately prior to such combination
shall be proportionally increased, effective at the close of business on the
date of such subdivision, dividend or combination as the case may be. 

ARTICLE V. 

Section 5.01 

     Notice. Notices
regarding this debenture shall send to the parties at the following addresses,
unless a party notifies the other parties, in writing, of a change of address:


	  	If to the Company: 
	  	Gemini Explorations Inc. 
	  	Suite 103, 240-11th Avenue SW 
	  	Calgary, Alberta Canada T2R 0C3 
	  	  
	  	  
	If to the Holder: 	Galleon Investments Ltd. 
	  	BCM Cape Building 
	  	Leeward Highway 
	  	Providenciales, Turks and Caicos



Section 5.02 

     Governing Law .
This Debenture shall be deemed to be made under and shall be construed in
accordance with the laws of the State of California without giving effect to the
principals of conflict of the laws thereof. Each of the parties consents to the
jurisdiction of the U.S. District Court sitting in the District of the State of
California or the state courts of the State of California sitting in Riverside
in connection with any dispute arising under this debenture and hereby waives,
to the maximum extent permitted by law, any objection, including the objection
based on forum non conveniens to the bringing of any such
proceeding in such jurisdictions. 




Section 5.03 

     Severability . The
invalidity of any of the provisions of this Debenture shall not invalidate or
otherwise affect any of the other provisions of this Debenture, which shall
remain in full force effect. 

Section 5.04 

     Entire Agreement and
Amendments. This Debenture represents the entire agreement between the
parties hereto with respect to the subject matter hereof and there are no
representations, warranties or commitments, except as set forth herein. This
Debenture may be amended only by an instrument in writing executed by the
parties hereto. 

Section 5.05 

     Counterparts. This
Debenture may be executed in multiple counterparts, each of which shall be an
original, but all of which shall be deemed to constitute and instrument. 

IN WITNESS WHEREOF , with the intent to legally bound
hereby, the Company has executed this Debenture as of the date first written
above. 


	Gemini Explorations Inc. 	Date August 01/2008 
	  	 
	  	 
	/s/ Michael Hill 	 
	By: 	 
	Michael Hill 	 
	President