AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG CROMWELL URANIUM CORP., CROMWELL ACQUISITION CORP. AND CROMWELL URANIUM HOLDINGS, INC. July 11, 2007Merger Agreement • July 13th, 2007 • Cromwell Uranium Corp. • Metal mining • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 11, 2007, by and among Cromwell Uranium Corp. (formerly known as Arbutus Resources, Inc.), a Nevada corporation (the “Parent”), Cromwell Acquisition Corp., an Arizona corporation (the “Acquisition Subsidiary”) and Cromwell Uranium Holdings, Inc., an Arizona corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2007 • Cromwell Uranium Corp. • Metal mining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of July 11, 2007 (the “Effective Date”) between Cromwell Uranium Corp. (f/k/a Arbutus Resources, Inc.), a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
CROMWELL URANIUM CORP. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 13th, 2007 • Cromwell Uranium Corp. • Metal mining • Nevada
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made between Cromwell Uranium Corp., a Nevada corporation and its affiliated companies (collectively referred to as the “Company"), and Robert McIntosh (“Executive”). Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement is effective as of the “Effective Date” set forth in Section 14 below.
MONMOUTH AGREEMENT THIS AGREEMENT is dated effective the 12th day of June, 2007.Purchase Agreement • July 13th, 2007 • Cromwell Uranium Corp. • Metal mining • Ontario
LONGLAC PROJECT AGREEMENT THIS AGREEMENT is dated effective the 12th day of June, 2007.Project Agreement • July 13th, 2007 • Cromwell Uranium Corp. • Metal mining • Ontario
SPLIT-OFF AGREEMENTSplit-Off Agreement • July 13th, 2007 • Cromwell Uranium Corp. • Metal mining • Nevada
This SPLIT-OFF AGREEMENT, dated as of this 11th day of July, 2007 (this “Agreement”), is entered into by and among Cromwell Uranium Corp., formerly known as Arbutus Resources, Inc., a Nevada corporation (“Seller”), Karen Law (“Law”), Lyle Smith (“Smith”) (Law and Smith sometimes hereinafter referred to individually as a “Buyer” and collectively as the “Buyers”), Arbutus Leaseco, Inc., a Nevada corporation (“Leaseco”), and Cromwell Uranium Holdings, Inc., an Arizona corporation (“Cromwell”).
