MUTUAL RELEASE AND SETTLEMENT AGREEMENT

Exhibit 10.1

MUTUAL RELEASE AND SETTLEMENT AGREEMENT

THIS MUTUAL RELEASE AND SETTLEMENT AGREEMENT is made and entered into this 30th day of November, 2012, by and between CONSOLIDATED GOLDFIELDS CORPORATION, a Montana corporation (“Goldfields”), TERAS RESOURCES, INC., (“Teras”), and THOMAS CALLICRATE (“Callicrate”), Thomas Callicrate, Trustee of the Barber-Callicrate 2006 Revocable Living Trust (“Trust”), Mountain Gold Exploration, LLC, a Nevada limited liability company (“MGE, LLC”), Mountain Gold Exploration Inc., a Nevada corporation (“MGE, Inc.”), Mountain Gold Claims, LLC, a Nevada series limited liability company (“MGC, LLC”), Mountain Gold Holdings, LLC, a Nevada series limited liability company (“MGH, LLC”) (the Trust, MGE, LLC, MGE, Inc., MGC, LLC and MGH, LLC (collectively and individually “Callicrate Affiliates”) and (individually each a “Callicrate Affiliate”)) This Agreement is intended to effect the full, complete and absolute extinguishment of all obligations, rights, and claims between the aforementioned parties as set forth herein.

RECITALS

WHEREAS, the Parties agree as follows:

The total Cash amount to be paid is $74,829.89.

The total Goldfields stock to be issued 283,334 shares.

(1)         Third Party Proceedings. Goldfields shall indemnify Callicrate if Callicrate is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative or investigative, except an action by or in the right of Goldfields, by reason of the fact that Callicrate is or was a director, officer, employee or agent of Goldfields at any time or is or was serving at the request of Goldfields as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Callicrate in connection with such action, suit or proceeding if Callicrate acted in good faith and in a manner Callicrate reasonably believed to be in or not opposed to the best interests of Goldfields. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Callicrate did not act in good faith and in a manner which Callicrate reasonably believed to be in or not opposed to the best interests of Goldfields.

(2)         Proceedings by or in the Right of Goldfields. Goldfields shall indemnify Callicrate if Callicrate was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of Goldfields to procure a judgment in its favor by reason of the fact that Callicrate is or was a director, officer, employee or agent of Goldfields, or is or was serving at the request of Goldfields as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by Callicrate in connection with the defense or settlement of the action or suit if Callicrate acted in good faith and in a manner Callicrate reasonably believed to be in or not opposed to the best interests of Goldfields. Indemnification may not be made for any claim, issue or matter as to which Callicrate shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to Goldfields for amounts paid in settlement to Goldfields, unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, Callicrate is fairly and reasonably entitled to indemnity for expenses as the court deems proper.

(1)         Advancement of Expenses. Goldfields shall advance all expenses incurred by Callicrate in connection with the investigation, defense, settlement or appeal of any civil action or proceeding referenced in Section 19.A(1) or (2) hereof. Callicrate hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Callicrate is not entitled to be indemnified by Goldfields as authorized hereby. The advances to be made hereunder shall be paid by Goldfields to Callicrate within twenty (20) days following delivery of a written request therefor by Callicrate to Goldfields.

(2)         Notice/Cooperation by Callicrate. Callicrate shall, as a condition precedent to his right to be indemnified under this Agreement, give Goldfields notice in writing as soon as practicable of any claim made against Callicrate for which indemnification will or could be sought under this Agreement. Notice to Goldfields shall be directed to the President of Goldfields at the address shown in this section below (or such other address as Goldfields shall designate in writing to Callicrate). Notice shall be deemed received three (3) business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by Goldfields. In addition, Callicrate shall give Goldfields such information and cooperation as it may reasonably require and as shall be within Callicrate’s power.

Marc Andrews, President

Consolidated Goldfields Corporation

1575 Delucchi Lane - Suite 115
Reno, Nevada 89502

(3)         Procedure. Any indemnification provided for in Section 19.A shall be made no later than forty-five (45) days after receipt of the written request of Callicrate. If a claim under this Agreement, under any statute, or under any provision of Goldfields’ (or any predecessor entity to Goldfields) Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by Goldfields within forty-five (45) days after a written request for payment thereof has first been received by Goldfields, Callicrate may, but need not, at any time thereafter bring an action against Goldfields to recover the unpaid amount of the claim and Callicrate shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action or proceeding in advance of its final disposition) that Callicrate has not met the standards of conduct which make it permissible under applicable law for Goldfields to indemnify Callicrate for the amount claimed, but the burden of proving such defense shall be on Goldfields, and Callicrate shall be entitled to receive interim payments of expenses pursuant to Subsection B(1) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if Goldfields contests Callicrate’s right to indemnification, the question of Callicrate’s right to indemnification shall be for the court to decide, and neither the failure of Goldfields (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its shareholders) to have made a determination that indemnification of Callicrate is proper in the circumstances because Callicrate has met the applicable standard of conduct required by applicable law, nor an actual determination by Goldfields (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its shareholders) that Callicrate has not met such applicable standard of conduct, shall create a presumption that Callicrate has or has not met the applicable standard of conduct.

(4)         Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section B(2) hereof, Goldfields has director and officer liability insurance in effect, Goldfields shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. Goldfields shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Callicrate, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(5)         Selection of Counsel. In the event Goldfields shall be obligated under Section B(1) hereof to pay the expenses of any proceeding against Callicrate, Goldfields, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Callicrate, which approval shall not be unreasonably withheld, upon the delivery to Callicrate of written notice of its election so to do. After delivery of such notice, approval of such counsel by Callicrate and the retention of such counsel by Goldfields, Goldfields will not be liable to Callicrate under this Agreement for any fees of counsel subsequently incurred by Callicrate with respect to the same proceeding, provided that (a) Callicrate shall have the right to employ his counsel in any such proceeding at Callicrate’s expense; and (b) if (1) the employment of counsel by Callicrate has been previously authorized by Goldfields, (2) Callicrate shall have reasonably concluded that there may be a conflict of interest between Goldfields and Callicrate in the conduct of any such defense of (3) Goldfields shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Callicrate’s counsel shall be at the expense of Goldfields.

(1)         Scope. Notwithstanding any other provision of this Agreement, Goldfields hereby agrees to indemnify Callicrate to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, Goldfields’ (or any predecessor to Goldfields) Articles of Incorporation, Goldfields’ (or any predecessor to Goldfields) Bylaws or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute or rule which expands the right of a Montana corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Callicrate’s rights and Goldfield’s obligations, under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Nevada corporation to indemnify a member of its Board of Directors or an officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

IN WITNESS WHEREOF, the parties hereto execute this Mutual Release and Settlement Agreement on the date listed-above.

Approved as to form and content:

Confidentiality and non disclosure Agreement

THIS CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT (“Confidentiality Agreement”) is made and entered into this ____ day of November 2012, by and between CONSOLIDATED GOLDFIELDS CORPORATION, a Montana corporation (“Goldfields”), and THOMAS CALLICRATE (“Callicrate”). This Agreement is intended to affect the full, complete and absolute confidentiality of Goldfields’ confidential information.

RECITALS

NOW, THEREFORE the parties agree as follows:

IN WITNESS WHEREOF, the parties hereto execute this Mutual Release and Settlement Agreement on the date listed-above.