Release and Cancellation Agreement between DEL Exploration Corp. and Darwin Resources Corp.

Summary

DEL Exploration Corp. agrees to release Darwin Resources Corp. from all past, present, and future claims related to a Property Option Agreement dated February 3, 2005, and its amendments. In exchange for a payment of $10, DEL and its affiliates waive any legal actions or demands against Darwin and its affiliates. This agreement is effective as of November 21, 2005, and fully settles any disputes or obligations between the parties regarding the specified agreement.

EX-10.3 4 ex103to8ka06466_11212005.htm sec document

 Exhibit 10.3 RELEASE AND CANCELLATION Release ("Release") executed on this 21st day of November, 2005, DEL Exploration Corporation, a body duly incorporated under the laws of the Province of British Columbia, Canada, and having an office at ###-###-#### West Boulevard, Vancouver, BC, V6M 3W6, herein referred to as "DEL", individually and on behalf of its officers, directors, employees, agents, representatives, predecessors, successors and assigns and affiliates of each of them (collectively and together with DEL the "Releasors"), in favor of Darwin Resources Corp.("Darwin"), a Nevada corporation, having an office at ###-###-#### West Boulevard, Vancouver, BC, V6M 3W6, (Darwin and together with its officers, directors, employees, agents, representatives, predecessors, successors and assigns, the "Releasees"). In consideration of the payment to Releasor by Releasee on the execution of this Release of the sum of Ten Dollars ($10.00), the receipt of which is hereby acknowledged, Releasors release and forever discharge Releasees from any and all actions, causes of action, damages, judgments, liabilities, obligations, claims, debts, agreements, demands, judgments and executions of every kind and nature whatsoever, including, without limitation, claims for indemnity and contribution, known or unknown claims, fixed or contingent claims, and matured or unmatured claims, in law or in equity, which any of the Releasors ever had, now have, hereafter can, shall or may have against any and all of the Releasees from the beginning of time, including but not limited to any and all claims, demands and causes of action that Releasors may now have or that might subsequently accrue to Releasors arising out of or connected with, directly or indirectly, that certain that certain Property Option Agreement dated February 3, 2005 and amendments thereto. IN WITNESS WHEREOF, DEL executes this Release at Vancouver, B.C., on the day and year first above written. DEL EXPLORATION CORP By: /s/ Robert Ferguson --------------------------------- Robert Ferguson, director