Unassociated Document


    

      LONGLAC
        PROJECT AGREEMENT

      


      THIS
        AGREEMENT is dated effective the 12th
        day of
        June, 2007.

      


      BETWEEN:

      


      2060014
        ONTARIO LTD.

      


      (hereinafter
        called "Owner")

      


      -
        and
        -

      


      CROMWELL
        URANIUM HOLDINGS, INC. an
        Arizona corporation

      


      (hereinafter
        called "Cromwell")

      


      RECITALS:

      


      A.                          
        Owner
        owns certain Claims located in the Province of Ontario, Canada.

      


      B.                         
         Cromwell
        wishes to acquire an undivided one hundred (100%) per cent interest in such
        Claims. 

      


      C.                           Owner
        is
        prepared sell Cromwell an undivided one hundred (100%) per cent interest
        in such
        Claims on the terms and conditions hereinafter set forth. 

      


                                   
        NOW THEREFORE, in
        consideration of the premises and the mutual obligations hereinafter described,
        and intending to be legally bound, the parties agree as follows: 

      


      ARTICLE
        I

      


      INTERPRETATION
        AND DEFINITIONS

      


      Section
        1.01 Definitions
        

      


      As
        used
        in this Agreement, the following words and phrases have the following meanings:
        

      


      (a) "Affiliate"
        means any person, partnership, limited liability company, joint venture,
        corporation, or other form of enterprise which controls, is controlled by,
        or is
        under common control with a party to this Agreement. 

      


      (b) "Agreement"
        means this agreement as the term is defined in Section 1.03 hereof.


      


      (c) "Force
        Majeure" means any event beyond a party's reasonable control including laws
        which prohibit a party's ability to comply with its obligations; action or
        inaction of civil or military authority; mining casualty; damage to or
        destruction of mine, plant or facility; fire; explosion; flood; insurrection;
        riot; labour disputes; and acts of God, but does not include a party's inability
        to make any payments required under this Agreement. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d) "Claims"
        means all mineral rights constituting the claim units marked as such on Schedule
        "A" attached to this Agreement. 

      


      (e) "Payments"
        has the meaning given that term by Section 2.01. 

      


      (g) "Purchase"
        has the meaning given that term by Section 2.01. 

      


      (h) "Purchase
        Period" means the period of time from the execution of this Agreement to
        the
        exercise, abandonment or termination of the Purchase in accordance with the
        terms and conditions of this Agreement. 

      


      Section
        1.02 Schedules
        

      


      The
        following schedules are attached to and form part of this Agreement:


      


      (a) Schedule
        "A" - List of Claims 

      


      Section
        1.03 Entire
        Agreement 

      


      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. 

      


      Section
        1.04 Caption
        and Headlines

      


      The
        division of this Agreement into articles and sections and the insertion of
        headings is for convenience of reference only and shall not affect the
        interpretation of this Agreement. Any reference to a section or article shall
        be
        a reference to a section or article of this Agreement unless specifically
        stated
        otherwise.

      


      Section
        1.05 Extended
        Meanings 

      


      In
        this
        Agreement, where the context so requires or permits, the masculine gender
        shall
        include the feminine and neuter genders, the plural shall include the singular
        and vice versa, and the words "person" and "persons" shall include corporations,
        partnerships, and all other entities of whatever description. 

      


      Section
        1.06 Currency
        

      


      In
        this
        Agreement all statements of and references to dollar amounts shall mean Canadian
        dollars. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Section
        1.07 Governing
        Law 

      


      This
        Agreement shall be interpreted in accordance with the laws of the Province
        of
        Ontario, Canada, and the federal laws of Canada as applicable therein.


      


      Section
        1.08 Severability
        

      


      If
        any
        provision of this Agreement is found invalid, illegal, or incapable of
        enforcement by any court of competent jurisdiction, such provision and the
        remaining provisions of the Agreement shall continue to be enforceable to
        the
        extent permitted by such court against any person(s) and in any circumstance(s)
        other than those to whom it has been found invalid, illegal or incapable
        of
        enforcement. 

      


      Section
        1.09 Amendments
        

      


      No
        amendments to this Agreement shall be of any force and effect unless executed
        in
        writing by all the parties to this Agreement. 

      


      ARTICLE
        II

      


      PURCHASE

      


      Section
        2.01 Consideration
        

      


      a)
        Owner
        hereby agrees to sell Cromwell and Cromwell hereby agrees to Purchase (the
        "Purchase") an undivided one hundred (100%) per cent interest in the Claims
        by
        making the following payments (the "Payments") to Owner: 

      


      a) $3,750
        will be paid to Owner concurrently with the execution of this Agreement;
        and

      


      b) _____
        common shares of Cromwell will be issued to Owner by no later than ____
        ,2007.

      


      Section
        2.02 Completion
        of Purchase 

      


      The
        Purchase shall be automatically completed and the Claims vested in Cromwell
        upon
        Cromwell making all the Payments set forth in Section 2.01. Upon the completion
        of the Purchase in accordance with that Section, Cromwell shall have purchased
        and acquired an undivided hundred (100%) per cent ownership interest in and
        to
        the Claims free and clear of any mortgages, liens, charges, pledges, security
        interests, encumbrances and any other claims of any description. 

      


      Section
        2.03 Results
        of Prior Exploration Work 

      


      Immediately
        following the execution of this Agreement, Owner shall deliver to Cromwell
        all
        technical data for the Claims in its possession including, but without
        limitation, drilling, geophysics and geological information held by Owner.
        

      


      Should
        this Agreement be terminated, for whatever reason, prior to vesting, then
        Cromwell will return and forward to Owner copies of data and information
        received from Owner but Cromwell will not be obliged to return any Claims
        data
        otherwise acquired by Cromwell during the Option Period. 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Section
        2.04  Title
        

      


      Within
        sixty (60) days following the completion of the Purchase pursuant to Section
        2.02, Owner will provide Cromwell with executed transfers of an undivided
        hundred (100%) percent interest in the Claims and will provide any additional
        assistance required by Cromwell or its nominee to legally record the transfers.
        

      


      ARTICLE
        III

      


      REPRESENTATIONS
        AND WARRANTIES

      


      Section
        3.01 Representations
        and Warranties bv Owner 

      


      Owner
        represents and warrants that: 

      


      
        	
                (a)

              	
                he
                  has all requisite power and authority to perform his obligations
                  under
                  this Agreement; 

              


      

      


      
        	
                (b)

              	
                all
                  necessary action has been taken by Owner to execute and allow the
                  proper
                  performance of the terms of this Agreement, and this Agreement
                  constitutes
                  a valid and binding obligation of Owner enforceable in accordance
                  with its
                  terms; 

              


      

      


      
        	
                (c)

              	
                to
                  the best of Owner's knowledge the location of each of the Claims
                  on the
                  ground conforms to the description appearing on records in the
                  appropriate
                  records office, and the Claims were properly located according
                  to the laws
                  of Ontario and will be in good standing for at least 180-days days
                  after
                  the execution of this Agreement; 

              


      

      


      
        	
                (d)

              	
                he
                  has not received notice of any violation of or investigation relating
                  to
                  any federal, provincial or local environmental or pollution law,
                  regulation or ordinance with respect to the Claims;
                  

              


      

      


      
        	
                (e)

              	
                to
                  the best of Owner' s knowledge there are no reclamation liabilities
                  in
                  connection with the Claims and, in particular, there are no obligations
                  to
                  monitor or clean up any preexisting mine sites or mine waste dumps
                  or
                  tailings; 

              


      

      


      
        	
                (f)

              	
                his
                  interest in the Claims is free and clear of any mortgages, liens,
                  charges,
                  pledges, security interests, encumbrances or other claims of any
                  description and, upon completion of the Purchase by Cromwell, Cromwell
                  will acquire an undivided one hundred (100%) interest in the Claims
                  free
                  and clear of any mortgages, liens, charges, pledges, security interests,
                  encumbrances or other claims of any description;
                  

              


      

      


      
        	
                (g)

              	
                no
                  person or other entity has any right or agreement, option, understanding,
                  prior commitment or privilege capable of becoming an agreement
                  for the
                  purchase or acquisition from Owner of any interest in the Claims;
                  

              


      

      


      
        	
                (h)

              	
                all
                  assessment work required to maintain the Claims in full force and
                  effect
                  has been performed as of the execution of this Agreement; and
                  

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                (i)

              	
                there
                  are no royalties or other latent interests in the Claims owing
                  to any
                  parties. 

              


      

      


      Section
        3.02 Survival
        

      


      Owner
        acknowledges that Cromwell is relying on the representations and warranties
        contained in Section 3.01 in entering into this Agreement and that such
        representations and warranties are continuing and survive the execution of
        this
        Agreement. 

      


      Section
        3.03 Representations
        and Warranties bv Cromwell 

      


      Cromwell
        represents and warrants that: 

      


      
        	
                (a)

              	
                it
                  has been duly incorporated and is a validly subsisting corporation
                  under
                  the laws of the State of Nevada and has all corporate power and
                  authority
                  to perform its obligations under this Agreement; and
                  

              


      

      


      
        	
                (b)

              	
                all
                  necessary corporate action has been taken by Cromwell to authorize
                  the
                  execution, delivery and performance of this Agreement, and this
                  Agreement
                  constitutes a valid and binding obligation of Cromwell enforceable
                  in
                  accordance with its terms. 

              


      

      


      Section
        3.04 Indemnitv
        

      


      Each
        party will indemnify and save the other party and its directors, officers,
        employees, agents, representatives, subcontractors and Affiliates harmless
        from
        all losses, damages, costs, actions, and suits arising out of or in connection
        with any breach by that party of any representation, warranty, covenant or
        agreement contained in this Agreement. This indemnity shall survive the
        termination of this Agreement. 

      


      ARTICLE
        IV

      


      EXPLORATION
        AND DEVELOPMENT ACTIVITIES

      


      Section
        4.01 Right
        to Explore and Develop 

      


      Owner
        grants to Cromwell, its employees, directors, officers, agents, representatives
        and contractors, the exclusive right to enter upon the property comprising
        the
        Claims for the purpose of exploration, development, mining and such other
        operations as Cromwell considers necessary during the Purchase Period, the
        nature, manner and extent of which operations will be in Cromwell's sole
        discretion. 

      


      Section
        4.02 Conduct
        of
        Exploration and
        Development Work 

      


      Cromwell
        shall perform its exploration and development work on the Property comprising
        the Claims in accordance with good mining practice and shall comply with
        all
        applicable laws and regulations. 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Section
        4.03 Installation
        of Equipment 

      


      Cromwell
        may install, maintain, replace and remove any and all mining machinery,
        equipment, tools, and facilities which it may desire to use in connection
        with
        its exploration and development activities on the property comprising the
        Claims. Upon termination of this Agreement for any reason other than by Cromwell
        having completed the Purchase, Cromwell shall within a period of six (6)
        months
        following such termination remove its equipment at its sole cost and expense
        from the Claims, having Owner's permission to enter onto the property comprising
        the Claims for such purpose. 

      


      ARTICLE
        V

      


      


      ASSIGNMENTS

      


      Section
        5.01  Assignments
        

      


      Cromwell
        shall be entitled to assign its rights and obligations under this Agreement
        without the prior written consent of Owner. 

      


      ARTICLE
        VI

      


      TERMINATION

      


      Section
        6.01  Cromwell's
        Right to Terminate 

      


      Cromwell
        shall have the right to terminate this Agreement and its interest in the
        Claims
        at any time during the Purchase Period upon written notice to the Owner thirty
        (30) days prior to the contemplated termination date. 

      


      Section
        6.02  Termination
        for Default 

      


      If
        at any
        time during the Purchase Period, Cromwell fails to duly payor cure any default
        in the performance of any obligation of this Agreement within a period of
        thirty
        (30) days after receipt of a default notice from Owner, Owner may terminate
        the
        Purchase. Exercise of such right by Owner shall be without prejudice to any
        other rights or remedies Owner may have at law or in equity as a result of
        such
        default of this Agreement by Cromwell. 

      


      ARTICLE
        VII

      


      FORCE
        MAJEURE

      


      Section
        7.01  Suspension
        of Obligation

      


      If
        Cromwell is prevented by Force Majeure from timely performance of any of
        its
        obligations under this Agreement (other than the payment of any of the Purchase
        Payments), such failure shall be excused and the period for performance and
        the
        Purchase Period shall be extended for an additional period of time equal
        to the
        duration of such Force Majeure. Upon the occurrence and upon the termination
        of
        a Force Majeure, Cromwell shall promptly notify Owner in writing. Cromwell
        shall
        use reasonable efforts to remedy any Force Majeure, but shall not hereunder
        be
        obligated to contest the validity of any law or regulation, nor any action
        or
        inaction of any civil or military authority. 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        VIII

      


      MISCELLANEOUS

      


      Section
        8.01  Notices
        

      


      Any
        notice under this Agreement will be given in writing, by delivery in person
        to a
        named representative or by mail or facsimile, properly addressed to each
        party.
        A notice given will be deemed given only when received by the party to whom
        such
        notice is directed; except that any notice given by facsimile properly addressed
        to the party, to whom given, shall be deemed given to and received by the
        party,
        to whom directed, 48 hours after such notice is successfully faxed or ten
        days
        after it is mailed, provided there is no postal disruption at the time. Each
        party's address will be the following until such party specifies another
        address
        by written notice: 

      


      To
        Owner:


      2060014
        ONTARIO LTD.

      1390
        Government Road North

      Timmins,
        Ontario, Canada

      P4N
        7C3


      Tel.:
            

      Facsimile:   

      


      Attention:
            

      


      To
        Cromwell: 

      CROMWELL
        URANIUM HOLDINGS, INC. 

      8655
        East
        Via De Ventura, Suite G200,

      Scottsdale,
        AZ 85258 

      Tel:
        TOLL
        FREE 877-776-3932

      Local
        480-346-1460 

      FAX
        480-346-1461 

      


      Attention:
        Robert McIntosh 

      


      Section
        9.02  Area
        of Influence 

      


      Owner
        agrees that there shall be an area of influence (the "Area of Influence")
        respecting any additional claims staked or recorded by Owner which are
        contiguous to the Claims and any such claims will fall under the terms of
        this
        Agreement. 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Section
        9.03  Relationship
        of Parties 

      


      This
        Agreement is not intended to create any partnership or agency relationship
        between the parties or fiduciary obligations of any description, and this
        Agreement shall not be construed so as to render the parties liable as partners
        or as creating a partnership, and no party shall be or shall be deemed to
        be, or
        shall hold itself out to be an agent of any other party. 

      


      Section
        9.04  Successors
        and Assigns 

      


      This
        Agreement shall be binding upon and inure to the benefit of the respective
        successors and permitted assigns of the parties. 

      


      Section
        9.05  Regulatory
        Approval 

      


      This
        Agreement and the obligations of Cromwell hereunder are subject to regulatory
        approval, as applicable. 

      


      Section
        9.06 Prior
        Agreements 

      


      The
        Agreement contains the entire agreement and understanding of the parties
        and
        replaces all prior agreements bearing on the subject matter hereof.


      


      Section
        9.07 Counterparts
        

      


      This
        Agreement may be executed in counterparts, all of which taken together shall
        constitute one and the same instrument and any of the parties hereto may
        execute
        this Agreement by signing any such counterpart. 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF the
        parties make this Agreement effective as of the date first above written.
        

      


      


      2060014
        ONTARIO LTD. 

      


      


      Per:
          /s/     

      


      


      


      CROMWELL
        URANIUM HOLDINGS, INC. 

      


      


      Per:
          /s/
        Rob
        McIntosh   

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
         

        SCHEDULE
          A

         

        to

         

        LONGLAC
          PROJECT AGREEMENT

         

        List
          of Claims

        


        Mining
          Claims Representing 128 units (District of Mining Division, Ontario, Canada)
          

        


        Block
          1 

        


        4220771
          (16 units)

        4220772
          (16 units)

        4220773
          (16 units)

        4220774
          (16 units) 

        


        Block
          2 

        


        4212585
          (16 units)

        4212586
          (16 units)

        4212587
          (16 units)

        4212579
          (16 units) 

      

       

      
        
          
          

        

        
          i