Scout Exploration 8K, Release Agreement

Exhibit 10.1



SETTLEMENT, SHARE SALE & RELEASE AGREEMENT



THIS AGREEMENT MADE AS OF THE 22 ND DAY OF APRIL 2009;



BETWEEN:



SCOUT EXPLORATION INC.

a corporation incorporated under the laws of the State of Nevada USA,

having an office in the City of Vancouver, Province of British Columbia

(" Scout ")



and



BRIAN MAHOOD

Businessman, residing in the City of Calgary, Province of Alberta

(" Mahood ")



and

KERRISDALE RESOURCES LTD.

a corporation incorporated under the laws of Alberta,

having an office in the City of City of Calgary, Province of Alberta

that is the wholly owned subsidiary of Scout

(" Corporation ")



and



KERRISDALE CONSULTING INC.

a corporation incorporated under the laws of Alberta,

having an office in the City of City of Calgary, Province of Alberta

that is owned, controlled and managed by Mahood

(" Kerrisdale ")



WHEREAS:



A. The Parties hereto are parties to a Share Purchase Agreement dated effective January 1, 2008, under which Scout as "Purchaser" agreed with Mahood as "Vendor" to purchase all the issued securities of the Corporation that were owned by Mahood alone ? 100 Class "A" Common Voting Shares ? the " Shares " for a purchase price of Cdn $775,000.00 ? the " Purchase Price " ? the " Agreement ". Scout paid $425,000 of the Purchase Price to the closing of the Agreement.




B. The Agreement provides that a portion of the Purchase Price be paid by the Corporation for Scout as its parent corporation after the closing of the Agreement, in an amount to be paid of $350,000.00 under post-closing, interest bearing payment provisions, the intent being that the Corporation would finance for Scout, the balance of the purchase payable by Scout from the Corporation's cash flow from operations.




C. The Parties agreed to amend the Agreement under the "Share Purchase Agreement ? Amendment Agreement" entered into amongst the Parties effective December 31, 2008, under which the Purchase Price was increased by $10,000.00 to $785,000.00, and the Corporation for Scout, paid Mahood $35,000.00 of the balance of the Purchase Price, the balance remaining to be paid over time under the Agreement then being reduced to $325,000.00, the portion of the Purchase Price having been paid by Scout and the Corporation to Mahood being $460,000.00 ? such agreements shall be referred to collectively as the " Agreements ".









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D. Pursuant to the Agreements and as security to Mahood for the payment in full of the balance of the Purchase Price, the Corporation issued to Mahood a General Security Agreement over and in respect of its assets, for the balance owing under the Purchase Price obligation of Scout to Mahood, registered in Alberta under the Personal Property Security Act as Registration 08061834982 on June 18, 2008 ? the " GSA ".




E. The cash flow from operations of the Corporation have not been sufficient to fund the obligations of Scout and the Corporation as joint obligors to Mahood under the Agreements for the payment of the balance of the Purchase Price, to enable the Corporation to keep current on its term payments under the Agreements and the GSA.




F. Mahood has agreed with Scout and the Corporation to forego his right to collect the balance of the Purchase Price owing to him under the Agreements on the condition that Scout sell him the Shares for $1.00; and that all Parties involved in the Agreements release each other.




NOW THEREFORE in consideration of the Recitals to this Agreement which are included herein by this reference, and the mutual covenants contained herein the sufficiency of which consideration is acknowledged by the Parties hereto, the Parties agree as follows:



DEFINITIONS



1. " Closing Date " means such date, time and place as the Parties agree for the closing of the transactions comprising this Settlement Agreement, namely on June 16, 2009.




2. " Effective Date " means the date this Settlement Agreement becomes effective; namely the same date set out at the head of this Settlement Agreement ? April 1, 2009 at 12:01 a.m. MST.




3. " Management Agreement " means the agreement entered into between Scout and Kerrisdale, dated as of January 1, 2008, under which Kerrisdale has been retained by Scout to provide management services for the Corporation.




4. "Rental Arrangement " means the agreement entered into between the Corporation and Kerrisdale and contained in the Agreements, wherein Kerrisdale has agreed to provide the use of space to the Corporation in premises that Kerrisdale leases in the building with an address of 600, 600 ? 6 th Avenue S.W. Calgary Alberta T2P 0S5.




5. " Settlement Agreement " means this agreement and in all agreements, instruments and documents relating hereto, entered into and delivered on the Closing Date among the Parties, and if applicable, thereafter.




6. " Three Parties " means jointly and severally, Scout, the Corporation and Mahood;




7. " Unpaid Purchase Price " means that portion of the Purchase Price payable by Scout and the Corporation to Mahood under the Agreements and the GSA remaining for them to pay Mahood to the Effective Date for the purchase of the Shares, plus all interest that shall have accrued due for payment on such amount from and after April 1, 2009 as provided in the Agreements, the principal portion of which is $325,000.00.




8. The expressions defined in the Recitals hereto shall have those defined meanings when used in this Settlement Agreement and in all agreements, instruments and documents relating hereto.






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9. Except to the extent an expression is defined anew in this Settlement Agreement, all definitions contained in the Agreements and the GSA shall have the same meanings when used in this Settlement Agreement and in all agreements, instruments and documents relating hereto




MERGER OF AGREEMENTS, RIGHTS AND OBLIGATIONS OF THE PARTIES



10. The Parties' entering into of this Settlement Agreement shall witness the Parties' agreement to merge all their rights and obligations contained in and relating to the Agreements, the GSA, the Management Agreement and the Rental Arrangement, and all agreements, instruments and documents relating thereto and the release of the Parties from any and against and in respect of all terms and conditions of those instruments.




SETTLEMENT & DISCHARGE OF RIGHTS & OBLIGATIONS



11. Upon the closing to all Parties' satisfaction of the terms and conditions of this Settlement Agreement upon the Closing Date, and effective as of the Effective Date:




(a) The Three Parties agree that the Agreements, the GSA, the Management Agreement and are terminated;




(b) Kerrisdale and Scout agree that the Rental Arrangement is terminated;




(c) The Three Parties agree that any and all obligations that accrued amongst or between the Three Parties to the Effective Date under the Agreements, the GSA and the Management Agreement and that remain to be discharged in whole or in part as of the Closing Date, are hereby fully and absolutely discharged and settled in full;




(d) Kerrisdale and Scout agree that any and all obligations that accrued between them to the Effective Date under the Rental Arrangement and that remain to be discharged in whole or in part as of the Closing Date, are hereby fully and absolutely discharged and settled in full;




(e) The Three Parties agree that any and all rights that each of the Three Parties held amongst or between the Three Parties to the Effective Date under the Agreements, the GSA, and the Management Agreement and that remain to each such Party's account as of the Closing Date, are hereby fully and absolutely released and are of no further validity or enforceability;




(f) Kerrisdale and Scout agree that any and all rights that each of them held between themselves to the Effective Date under the Rental Arrangement and that remain to each such Party's account as of the Closing Date, are hereby fully and absolutely released and are of no further validity or enforceability;




(g) Mahood fully and absolutely releases Scout and the Corporation jointly and severally , their officers, directors, employees, agents, professional advisors, contractors, associated and affiliated corporations, their successors and assignees, from any and all claims, liabilities or obligations in relation to all prior association and conduct between them whatsoever and however arising and for all ...