Closing Memorandum
This
Closing Memorandum (“Agreement”) is entered into between 2146281 Ontario
Limited, an Ontario corporation (“Ontario Limited”), ▇▇▇▇▇▇▇▇ Uranium Inc., a
Nevada Corporation (“Bancroft” or the “Company”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and P. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ as of October 3, 2007.
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1.
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Closing. The
Parties acknowledge that concurrently with the execution of this
Agreement, Ontario Limited and the Company have closed a purchase
transaction whereby the Company has acquired 100% of the issued
and
outstanding shares of Ontario Limited (the “Closing”). There
are certain conditions precedent to the Closing which have not
yet
occurred. In order to close the transaction, the parties are
entering into this Closing Memorandum as a means of closing this
transaction prior to the completion of the conditions
precedent. The Company has declared a 52 for 1 forward
stock split effective October 1, 2007 (“Forward Stock
Split”).
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2.
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▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Covenants. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees to rescind 9,106,000
of his shares in the Company on a pre-Forward Stock Split basis
no later
than the October 5, 2007 (the “Settlement Date”). ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ also agrees to sell to P. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 461,000 of his
shares in
the Company on a pre-Forward Stock Split basis for $30,000 USD
by the
Settlement Date. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees to resign all offices
of the Company and appoint P. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the Company’s director,
President and Chief Executive Officer by the Settlement Date. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ also agrees not to engage in any business whatsoever or
make any
commitment, sign any agreement or issue any shares or options in
the
Company or otherwise bind the Company in any way accept in order
to
facilitate post-Closing items or this
Agreement.
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3.
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Waiver. In
consideration of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Covenants listed above, Ontario
Limited consents to the Closing and waives the conditions precedent
thereto. However, if the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Covenants listed above
are not fulfilled by the Settlement Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is in
default
(“▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Default”). He must cure such default without
notice by 5:00 PM October, 14, 2007 or Ontario Limited may rescind
the
transactions of the Closing immediately thereafter without advance
notice. This is the sole remedy for Ontario Limited or P.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the event of an ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Default.
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4.
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Miscellaneous. Each
party represents that they have the proper authority to enter into
this
Agreement and that this Agreement does not conflict with the rights
of any
third parties. This agreement shall be governed by the laws of
the State of Nevada without respect to its conflict of laws
provisions. This Agreement may be signed in counterparts,
together which constitute one instrument. If any provision of
this Agreement is determined to be illegal by a tribunal of competent
jurisdiction, such a provision can be severed from this Agreement
and the
remainder enforceable. This Agreement represents the full
understanding of the parties with respect to the subject matter
of the
Agreement.
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Accepted
and agreed to as of the date first written above by:
▇▇▇▇▇▇▇▇
URANIUM INC.
A
Nevada
corporation
X /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
President
and CEO
2146281
ONTARIO LIMITED,
an
Ontario corporation
X /s/
P. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
P.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
An
Individual
X /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
P.
▇▇▇▇▇▇
▇▇▇▇▇▇▇
An
Individual
X /s/
P. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
P.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇