LKA Gold, Inc. (LKAI)

[$b_rich$]

Note Settlement Agreement


WHEREAS , the Cognitive Associates Limited Partnership (“Noteholder”) owns and holds a certain Note issued by the Company on December 31, 1986 , with an unpaid balance (principal and interest) of $136,481.84 as of July 31, 2012.




WHEREAS , the parties desire that, upon the terms and subject to the conditions contained herein, the Noteholder will settle the unpaid balance for common shares of the Company’s stock at a settlement price (“the Settlement Price”) of $0.25 USD per share resulting in the issuance of a total of 545,927 shares of common stock;







NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Noteholder hereby agree as follows:




1. Settlement and Special Conditions.




(a) Settlement. Subject to the satisfaction or waiver of the terms and conditions of this Agreement, on the “ Settlement Date ”, the Noteholder shall agree to accept and the Company shall agree to issue according to the terms and subject to the conditions in this Agreement, 545,927 shares of LKA International, Inc. common stock (the “Settlement Shares).

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8810079



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LKAI