EXHIBIT 10.2
SETTLEMENT AGREEMENT
THIS AGREEMENT is entered into as of this 15th day of March, 2003 by and
between Intergold Corporation, a Nevada corporation (the "Company") and Tristar
Financial Services, Inc. ("Tristar").
RECITALS:
WHEREAS, Tristar has either performed certain financial, administrative and
managerial services pursuant to respective contractual arrangements, and/or
provided advances provided to the Corporation, and/or is owed accrued interest
thereto whereby the Company is indebted to Tristar in the aggregate amount of
$600,164.60 for certain financial, administrative and managerial services
performed by Tristar, and/or advances provided by Tristar, and/or accrued
interest on unpaid amounts due to Tristar thereunder; and
WHEREAS, the Company is indebted to Tristar for repayment of such aggregate
amount of $600,164.60; and
WHEREAS, the Company and Tristar acknowledge that the aggregate amount of
$600,164.60 is due and owing Tristar (the "Debt"); and
WHEREAS, the Company agrees to issue to Tristar 30,008,230 Shares of its
restricted common stock at $0.02 per share (the "Shares") as full and complete
satisfaction of the Debt pursuant to Intergold Corporation Board of Directors
authorized resolution dated March 15, 2003.
AGREEMENT
1. The Company shall issue to Tristar 30,008,230 Shares in full and
complete satisfaction of the Debt.
2. Tristar agrees to accept the issuance and delivery of 30,008,230 Shares
in full settlement and satisfaction of the Debt, and further agrees to release
and forever discharge the Company from any and all causes of action, debts, sums
of money, claims and demands whatsoever, in law or in equity, related to the
Debt, which Tristar now or hereafter can, shall or may have.
3. Tristar is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). Tristar understands
that the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. Tristar understands that it may be required
to bear the economic risk of this investment for an indefinite period of time
because there is currently no trading market for the Shares and the Shares
cannot be resold or otherwise transferred unless applicable federal and state
securities laws are complied with or exemptions therefrom are available.
4. Tristar represents and warrants that the Shares are being acquired
solely for Tristar's own account, for investment purposes only, and not with a
view to or in connection with, any resale or distribution. Tristar understands
that the Shares are nontransferable unless the Shares are registered under the
Securities Act and under any applicable state securities law or an opinion of
counsel satisfactory to the Company is delivered to the Company to the effect
that any proposed disposition of the Shares will not violate the registration
requirements of the Securities Act and any applicable state securities laws.
Tristar further understands that the Company has no obligations to register the
Shares under the Securities Act or to register or qualify the Shares for sale
under any state securities laws, or to take any other action, through the
establishment of exemption(s) or otherwise, to permit the transfer thereof.
5. Tristar has had an opportunity to ask questions of and received answers
from the officers, directors and employees of the Company or a person or persons
acting on its or their behalf, concerning the financial position of the Company.
6. This Settlement Agreement shall be effective as of March 25, 2003, and
shall be binding upon and inure to the benefit of the parties hereto and their
respective assigns and successors.
INTERGOLD CORPORATION,
a Nevada Corporation
By:__________________________
▇▇▇▇▇ ▇▇▇▇▇▇, President
TRISTAR FINANCIAL SERVICES, INC.
By: _________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
[SEAL OF INTERGOLD CORPORATION]
March 28, 2003
Attention: Mr. ▇▇▇ ▇▇▇▇▇▇▇
Global Stock Transfer Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: SHARE ISSUANCES
Dear Rob:
Pursuant to restructuring initiatives, and the attached documentation please
issue RESTRICTED COMMON SHARES in the name and denomination listed below
pursuant to two separate debt settlements dated March 15, 2003. Also note that
according to the attached, all remaining Series A and B Preferred Shares have
been converted to common shares effective March 15, 2003.
Attached are the following for your records:
1. March 10, 2003 BOD Minutes authorizing debt settlements and increase
of Authorized Share Capital of the Corporation.
2. Settlement Agreement between the Company and Sonanini Holdings Ltd.
dated March 15, 2003.
3. Settlement Agreement between the Company and Tristar Financial
Services, Inc. dated March 15, 2003.
4. Certificate of Amendment of Articles filed with the Secretary of State
of Nevada increasing the Authorized Share Capital of the Corporation.
5. Notice of Preferred Share Series A Conversion dated March 15, 2003
with ▇▇▇▇▇▇▇▇ Oil & Gas Ltd.
6. Notice of Preferred Share Series A Conversion dated March 15, 2003
with Oxbridge Ltd.
7. Notice of Preferred Share Series A Conversion dated March 15, 2003
with ▇▇▇ ▇▇▇▇▇▇.
8. Notice of Preferred Share Series A Conversion dated March 15, 2003
with ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
9. Notice of Preferred Share Series B Conversion dated March 15, 2003
with Newport Capital Corp.
10. Notice of Preferred Share Series B Conversion dated March 15, 2003
with ▇▇▇ ▇▇▇▇▇▇.
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Toll Free: (▇▇▇) ▇▇▇-▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Internet: ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ E-Mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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11. Notice of Preferred Share Series B Conversion dated March 15, 2003
with Sonanini Holdings Ltd.
12. Notice of Preferred Share Series B Conversion dated March 15, 2003
with EuroGas GmbH.
Please issue RESTRICTED COMMON SHARES IN THE FOLLOWING NAME AND DENOMINATION:
Sonanini Holdings Ltd. 32,993,113 IGCO Restricted Common Shares
Kartnerring ▇-▇ / ▇▇▇ ▇▇, ▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
Tristar Financial Services, Inc. 30,008,230 IGCO Restricted Common Shares
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ Oil & Gas GesmbH 5,686,700 IGCO Restricted Common Shares
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Trust House Kingston
St ▇▇▇▇▇▇▇ and the Grenadines
Oxbridge Ltd. 5,615,000 IGCO Restricted Common Shares
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ 191,800 IGCO Restricted Common Shares
▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 192,400 IGCO Restricted Common Shares
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Newport Capital Corp. 108,100 IGCO Restricted Common Shares
Arundel House
▇▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇ 91,900 IGCO Restricted Common Shares
▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Sonanini Holdings Ltd. 1,233,400 IGCO Restricted Common Shares
Kartnerring ▇-▇ / ▇▇▇ ▇▇, ▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
EuroGas GmbH 3,067,700 IGCO Restricted Common Shares
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇, ▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇
INTERGOLD CORPORATION
▇▇▇▇▇ ▇▇▇▇▇▇, Director
cc: ▇▇▇▇▇ ▇▇▇▇▇