REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2007 • Bancroft Uranium, Inc. • Metal mining
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 30, 2007, between Bancroft Uranium Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 10th, 2007 • Bancroft Uranium, Inc. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2007 between Bancroft Uranium Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
12% SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 15, 2009Bancroft Uranium, Inc. • October 29th, 2008 • Metal mining • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 12% Secured Convertible Debentures of Bancroft Uranium Inc., a Nevada corporation, (the “Company”), having its principal place of business at 8655 East Via De Ventura, Suite G200 Scottsdale, Arizona 85258, designated as its 12% Secured Convertible Debenture due October 15, 2009 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • December 10th, 2007 • Bancroft Uranium, Inc. • Metal mining • New York
This SECURITY AGREEMENT, dated as of November 30, 2007 (this “Agreement”), is among Bancroft Uranium Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Original Issue Discount Secured Convertible Debentures due November ___, 2009 and issued on November ___, 2007 in the original aggregate principal amount of $[_____ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 10th, 2007 • Bancroft Uranium, Inc. • Metal mining • New York
COMMON STOCK PURCHASE WARRANT BANCROFT URANIUM INC.Bancroft Uranium, Inc. • December 10th, 2007 • Metal mining
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bancroft Uranium Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONSCIOUS INTENTION, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 12th, 2002 • Conscious Intention Inc • Nevada
Re: Securities Purchase Agreement, dated as of November 30, 2007 (the “Purchase Agreement”), between Bancroft Uranium Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)Lock-Up Agreement • December 10th, 2007 • Bancroft Uranium, Inc. • Metal mining • New York
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, each Purchaser and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives perso
Re: Securities Purchase Agreement, dated as of November 30, 2007 (the “Purchase Agreement”), between Bancroft Uranium Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)Securities Purchase Agreement • December 10th, 2007 • Bancroft Uranium, Inc. • Metal mining • New York
Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until the 12 month anniversary of the Effective Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing)
ELLIOT LAKE SOUTH PROJECT AGREEMENTElliot Lake South Project Agreement • October 3rd, 2007 • Bancroft Uranium, Inc. • Services-business services, nec • Ontario
This agreement and the attached schedules and all properly executed amendments are hereinafter collectively referred to as this “Agreement”. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and undertakings relating to the subject matter. The parties acknowledge that there are no agreements, undertakings, representations, warranties or conditions collateral to this Agreement except as specifically stated otherwise in this Agreement.
Re: Securities Purchase Agreement, dated as of November 30, 2007 (the “Purchase Agreement”), between Bancroft Uranium Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)Lock-Up Agreement • December 10th, 2007 • Bancroft Uranium, Inc. • Metal mining • New York
Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until the 12 month anniversary of the Effective Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing)
THIS SHARE PURCHASE AGREEMENT dated for reference the 14th day of September, 2007. AMONG:Share Purchase Agreement • September 14th, 2007 • Conscious Intention Inc • Services-business services, nec • Nevada
GRAVHAVEN LIMITED, a Cayman Islands corporation and a shareholder of 2146281 ONTARIO INC., an Ontario corporation having an address of c/o St. Georges Trust Company Limited, 27 Reid Street, P.O. Box HM 3051, Hamilton, HMNX Bermuda
EXCLUSIVE FINDER'S AGREEMENTExclusive Finder's Agreement • January 7th, 2008 • Bancroft Uranium, Inc. • Metal mining • California
This Exclusive Finder's Agreement (this "Agreement") is made as of October 4,2007, between Bancroft Uranium, a Washington corporation (the "Company"), and Empire Financial Group, Inc., a Florida corporation (the "Exclusive Finder"). The Exclusive finder and the Company agree:
Closing MemorandumClosing Memorandum • October 3rd, 2007 • Bancroft Uranium, Inc. • Services-business services, nec • Nevada
This Closing Memorandum (“Agreement”) is entered into between 2146281 Ontario Limited, an Ontario corporation (“Ontario Limited”), Bancroft Uranium Inc., a Nevada Corporation (“Bancroft” or the “Company”), Andrew Hamilton and P. Leslie Hammond as of October 3, 2007.
CONSULTING AGREEMENTConsulting Agreement • August 19th, 2008 • Bancroft Uranium, Inc. • Metal mining • Nevada
This Consulting Agreement (“Agreement”) is between Bancroft Uranium, Inc. (“BANCROFT”), and Robert McIntosh having a place of business as set forth below (“Contractor”). This Agreement is effective as of May 23, 2008 (the “Effective Date”).
LONGLAC PROJECT AGREEMENTLonglac Project Agreement • October 3rd, 2007 • Bancroft Uranium, Inc. • Services-business services, nec • Ontario
This agreement and the attached schedules and all properly executed amendments are hereinafter collectively referred to as this “Agreement”. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and undertakings relating to the subject matter. The parties acknowledge that there are no agreements, undertakings, representations, warranties or conditions collateral to this Agreement except as specifically stated otherwise in this Agreement.
MONMOUTH AGREEMENTMonmouth Agreement • October 3rd, 2007 • Bancroft Uranium, Inc. • Services-business services, nec • Ontario
This agreement and the attached schedules and all properly executed amendments are hereinafter collectively referred to as this “Agreement”. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and undertakings relating to the subject matter. The parties acknowledge that there are no agreements, undertakings, representations, warranties or conditions collateral to this Agreement except as specifically stated otherwise in this Agreement.
CONSULTING AGREEMENTConsulting Agreement • June 2nd, 2008 • Bancroft Uranium, Inc. • Metal mining • Nevada
This Consulting Agreement (“Agreement”) is between BANCROFTBancroft Uranium, Inc. (“BANCROFT”), and Robert McIntosh having a place of business as set forth below (“Contributor”). This Agreement is effective as of May 22, 2008 (the “Effective Date”).
CONSULTING AGREEMENTConsulting Agreement • June 2nd, 2008 • Bancroft Uranium, Inc. • Metal mining • Nevada
This Consulting Agreement (“Agreement”) is between Bancroft Uranium, Inc. (“BANCROFT”), and Rick Lewon, having a place of business as set forth below (“Contractor”). This Agreement is effective as of May 23, 2008 (the “Effective Date”).
DEBENTURE AND WARRANT PURCHASE AGREEMENTDebenture and Warrant Purchase Agreement • October 29th, 2008 • Bancroft Uranium, Inc. • Metal mining • New York
This Debenture Purchase Agreement (this “Agreement”), dated as of October ___, 2008, is made by and between Bancroft Uranium Inc. (the “Company”) and the investors signatory hereto (each, a “Purchaser”).
