0001140905-08-000175 Sample Contracts

12% SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 15, 2009

Convertible Security Agreement • October 29th, 2008 • Bancroft Uranium, Inc. • Metal mining • New York

• Contract Type
  Convertible Security Agreement
• Filed
  October 29th, 2008
• Company
  Bancroft Uranium, Inc.
• Industry
  Metal mining
• Jurisdiction
  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”).

DEBENTURE AND WARRANT PURCHASE AGREEMENT

Debenture Purchase Agreement • October 29th, 2008 • Bancroft Uranium, Inc. • Metal mining • New York

• Contract Type
  Debenture Purchase Agreement
• Filed
  October 29th, 2008
• Company
  Bancroft Uranium, Inc.
• Industry
  Metal mining
• Jurisdiction
  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”).