Settlement Agreement between Vega-Atlantic Corporation and Brent Pierce (August 22, 2002)

Summary

Vega-Atlantic Corporation and Brent Pierce have agreed to settle a debt of $42,187.41 owed by the company to Pierce. In exchange for full satisfaction of this debt, the company will issue 1,406,247 shares of its restricted common stock to Pierce at $0.03 per share. Both parties agree to release each other from any further claims related to this debt. The agreement is effective as of August 22, 2002, and is binding on both parties and their successors.

EX-10.15 5 vega10-15.txt AGREEMENT EXHIBIT 10.15 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT is entered into as of this 22rd day of August, 2002 by and between Vega-Atlantic Corporation, a Colorado corporation (the "Company") and Brent Pierce, an individual ("Pierce"). RECITALS: WHEREAS, the Company has incurred substantial monetary obligations concerning its business operations and associated contractual relations in the area of minerals, oil and gas acquisition, exploration and management; WHEREAS, Pierce has made monetary advances to the Company in the aggregate amount of $42,187.41 in order to assist the Company in financing its contractual debts and ongoing business expenses; WHEREAS, the Company has incurred an aggregate of $42,187.41 to Pierce relating to such amounts advanced by Pierce and accrued interest thereon (the "Debt"); WHEREAS, the Company and Pierce have settled their differences regarding the Debt and wish to set forth their settlement agreement; WHEREAS, the Company desires to settle the Debt by issuing shares of its restricted common stock, par value $0.001 (the "Common Stock") at the rate of $0.03 per share (which amount is based upon the average of the price of the Company's shares of Common Stock traded on the OTC Bulletin Board, which were sold from July 1, 2002 through August 22, 2002, discounted by 25%); and WHEREAS, Pierce desires to convert the Debt and accept the issuance of 1,406,247 shares of restricted Common Stock of the Company as full and complete satisfaction of the Debt; WHEREAS, the Company and Pierce desire to release one another from any and all further liability as related to the aforesaid Debt. NOW, THEREFORE, in consideration of the aforesaid recitals and mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. The Company agrees to issue to Pierce 1,406,247 shares of its restricted Common Stock, at $0.03 per share, as of August 22, 2002, as full and complete satisfaction and payment of the Debt. 2. Pierce agrees to accept the issuance of 1,406,247 shares of the restricted Common Stock of the Company as full and complete satisfaction and payment of the Debt. 3. The Company and Pierce shall agree to release each other and forever discharge any and all claims, manner of actions, whether at law or in equity suits, judgments, debts, liens, liabilities, demands, damages, losses, sums of money, expenses or disputes, known or unknown, fixed or contingent, which it now has or may have hereafter, directly or indirectly, individually or in any capacity against each other, their successors and assigns, as well as its present or former owners, directors, officers, stockholders, employees, agents, heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from the beginning of time to, and including the date of the execution of this Agreement, relating to the aforesaid Debt. 4. Pierce acknowledges that the issuance of the 1,406,247 shares of restricted Common Stock (i) has not been registered under the Securities Act of 1933, as amended (the "1933 Securities Act"); (ii) is in reliance on the exemption provided by Section 4(2) of the 1933 Securities Act, (iii) are being acquired solely for Pierce's own account without any present intention for resale or distribution, (iv) will not be resold without registration under the 1933 Securities Act or in compliance with an available exemption from registration, unless the shares of Common Stock are registered under the 1933 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 distribution of the shares of Common Stock will not violate the registration requirements of the 1933 Securities Act and any applicable state securities laws, and (v) that Pierce understands the economic risk of an investment in the Common Stock and has had the opportunity to ask questions of and receive answers from the Company's management concerning any and all matters related to the acquisition of the Common Stock. 4. This Settlement Agreement shall be effective as of August 22, 2002 and shall be binding upon and insure to the benefit of the parties hereto and their respective successors. Vega-Atlantic Corporation Date:_____________ By:__________________________ Grant Atkins, President Date:_____________ __________________________ Brent Pierce