bancroft8k113007ex10-5.htm


    
      

      

    

    
      Exhibit
        10.5

       

      EXHIBIT
        F

      


      SUBSIDIARY
        GUARANTEE

      


      SUBSIDIARY
        GUARANTEE, dated as of November 30, 2007 (this “Guarantee”), made by each
        of the signatories hereto (together with any other entity that may become
        a
        party hereto as provided herein, the “Guarantors”), in favor of the
        purchasers signatory (the “Purchasers”) to that certain Securities
        Purchase Agreement, dated as of the date hereof, between Bancroft Uranium
        Inc.,
        a Nevada corporation (the “Company”) and the Purchasers.

       

      


      W
        I T N E S S E T H:

      


      WHEREAS,
        pursuant to that certain Securities Purchase Agreement, dated as of the date
        hereof, by and between the Company and the Purchasers (the “Purchase
        Agreement”), the Company has agreed to sell and issue to the Purchasers, and
        the Purchasers have agreed to purchase from the Company the Company’s 8%
        Original Issue Discount Secured Convertible Debentures, due November ___,
        2009 (the
“Debentures”), subject
        to the terms and conditions set forth therein;
        and

      


      WHEREAS,
        each Guarantor will directly benefit from the extension of credit to the
        Company
        represented by the issuance of the Debentures; and

      


      NOW,
        THEREFORE, in consideration of the premises and to induce the Purchasers
        to
        enter into the Purchase Agreement and to carry out the transactions contemplated
        thereby, each Guarantor hereby agrees with the Purchasers as
        follows:

      


      1.         Definitions.
        Unless otherwise defined herein, terms defined in the Purchase Agreement
        and
        used herein shall have the meanings given to them in the Purchase Agreement.
        The
        words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import
        when used in this Guarantee shall refer to this Guarantee as a whole and
        not to
        any particular provision of this Guarantee, and Section and Schedule references
        are to this Guarantee unless otherwise specified. The meanings given to terms
        defined herein shall be equally applicable to both the singular and plural
        forms
        of such terms.  The following terms shall have the following
        meanings:

      


      “Guarantee”
        means this Subsidiary Guarantee, as the same may be amended, supplemented
        or
        otherwise modified from time to time.

      



      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      “Obligations”
        means, in addition to all other costs and expenses of collection incurred
        by
        Purchasers in enforcing any of such Obligations and/or this Guarantee, all of the liabilities and
        obligations (primary, secondary, direct, contingent, sole, joint or several)
        due
        or to become due, or that are now or may be hereafter contracted or acquired,
        or
        owing to, of any Debtor to the Secured Parties, including, without limitation,
        all obligations under this
        Agreement, the Debentures, this Guarantee
        and any other instruments,
        agreements or other documents executed and/or delivered in connection herewith
        or therewith, in each case, whether now or hereafter existing, voluntary
        or
        involuntary, direct or indirect, absolute or contingent, liquidated or
        unliquidated, whether or not jointly owed with others, and whether or not
        from
        time to time decreased or extinguished and later increased, created or incurred,
        and all or any portion of such obligations or liabilities that are paid,
        to the
        extent all or any part of such payment is avoided or recovered directly or
        indirectly from any of the Secured Parties as a preference, fraudulent transfer
        or otherwise as such obligations may be amended, supplemented, converted,
        extended or modified from time to time.  Without limiting the
        generality of the foregoing, the term “Obligations”
        shall include, without limitation: (i)
        principal of, and interest on the Debentures and the loans extended pursuant
        thereto; (ii) any and all other fees, indemnities, costs, obligations and
        liabilities of the Debtors from time to time under or in connection with
        this
        Agreement, the Debentures, the Guarantee and any other instruments, agreements
        or other documents executed and/or delivered in connection herewith or
        therewith; and (iii) all amounts (including but not limited to post-petition
        interest) in respect of the foregoing that would be payable but for the fact
        that the obligations to pay such amounts are unenforceable or not allowable
        due
        to the existence of a bankruptcy, reorganization or similar proceeding involving
        any Debtor.

      


      2.         Guarantee.

      


      (a)      
         Guarantee.

      


      
        	
                 

              	
                (i)

              	
                The
                  Guarantors hereby, jointly and severally, unconditionally and irrevocably,
                  guarantee to the Purchasers and their respective successors, indorsees,
                  transferees and assigns, the prompt and complete payment and performance
                  by the Company when due (whether at the stated maturity, by acceleration
                  or otherwise) of the Obligations.

              


      

      


      
        	
                 

              	
                (ii)

              	
                Anything
                  herein or in any other Transaction Document to the contrary
                  notwithstanding, the maximum liability of each Guarantor hereunder
                  and
                  under the other Transaction Documents shall in no event exceed
                  the amount
                  which can be guaranteed by such Guarantor under applicable federal
                  and
                  state laws, including laws relating to the insolvency of debtors,
                  fraudulent conveyance or transfer or laws affecting the rights
                  of
                  creditors generally (after giving effect to the right of contribution
                  established in Section 2(b)).

              


      

      


      
        	
                 

              	
                (iii)

              	
                Each
                  Guarantor agrees that the Obligations may at any time and from
                  time to
                  time exceed the amount of the liability of such Guarantor hereunder
                  without impairing the guarantee contained in this Section 2 or
                  affecting
                  the rights and remedies of the Purchasers
                  hereunder.

              


      

      



      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      
        	
                 

              	
                (iv)

              	
                The
                  guarantee contained in this Section 2 shall remain in full force
                  and
                  effect until all the Obligations and the obligations of each Guarantor
                  under the guarantee contained in this Section 2 shall have been
                  satisfied
                  by payment in full.

              


      

      


      
        	
                 

              	
                (v)

              	
                No
                  payment made by the Company, any of the Guarantors, any other guarantor
                  or
                  any other Person or received or collected by the Purchasers from
                  the
                  Company, any of the Guarantors, any other guarantor or any other
                  Person by
                  virtue of any action or proceeding or any set-off or appropriation
                  or
                  application at any time or from time to time in reduction of or
                  in payment
                  of the Obligations shall be deemed to modify, reduce, release or
                  otherwise
                  affect the liability of any Guarantor hereunder which shall,
                  notwithstanding any such payment (other than any payment made by
                  such
                  Guarantor in respect of the Obligations or any payment received
                  or
                  collected from such Guarantor in respect of the Obligations), remain
                  liable for the Obligations up to the maximum liability of such
                  Guarantor
                  hereunder until the Obligations are paid in
                  full.

              


      

      


      
        	
                 

              	
                (vi)

              	
                Notwithstanding
                  anything to the contrary in this Agreement, with respect to any
                  defaulted
                  non-monetary Obligations the specific performance of which by the
                  Guarantors is not reasonably possible (e.g. the issuance of the
                  Company's
                  Common Stock), the Guarantors shall only be liable for making the
                  Purchasers whole on a monetary basis for the Company's failure
                  to perform
                  such Obligations in accordance with the Transaction
                  Documents.

              


      

      


      (b)       Right
        of Contribution. Each Guarantor hereby agrees that to the extent that a
        Guarantor shall have paid more than its proportionate share of any payment
        made
        hereunder, such Guarantor shall be entitled to seek and receive contribution
        from and against any other Guarantor hereunder which has not paid its
        proportionate share of such payment. Each Guarantor's right of contribution
        shall be subject to the terms and conditions of Section 2(c). The provisions
        of
        this Section 2(b) shall in no respect limit the obligations and liabilities
        of
        any Guarantor to the Purchasers, and each Guarantor shall remain liable to
        the
        Purchasers for the full amount guaranteed by such Guarantor
        hereunder.

      



      
        
           

        

        
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      (c)        No
        Subrogation.  Notwithstanding any payment made by any Guarantor
        hereunder or any set-off or application of funds of any Guarantor by the
        Purchasers, no Guarantor shall be entitled to be subrogated to any of the
        rights
        of the Purchasers against the Company or any other Guarantor or any collateral
        security or guarantee or right of offset held by the Purchasers for the payment
        of the Obligations, nor shall any Guarantor seek or be entitled to seek any
        contribution or reimbursement from the Company or any other Guarantor in
        respect
        of payments made by such Guarantor hereunder, until all amounts owing to
        the
        Purchasers by the Company on account of the Obligations are paid in full.
        If any
        amount shall be paid to any Guarantor on account of such subrogation rights
        at
        any time when all of the Obligations shall not have been paid in full, such
        amount shall be held by such Guarantor in trust for the Purchasers, segregated
        from other funds of such Guarantor, and shall, forthwith upon receipt by
        such
        Guarantor, be turned over to the Purchasers in the exact form received by
        such
        Guarantor (duly indorsed by such Guarantor to the Purchasers, if required),
        to
        be applied against the Obligations, whether matured or unmatured, in such
        order
        as the Purchasers may determine.

      


      (d)        Amendments,
        Etc. With Respect to the Obligations. Each Guarantor shall remain obligated
        hereunder notwithstanding that, without any reservation of rights against
        any
        Guarantor and without notice to or further assent by any Guarantor, any demand
        for payment of any of the Obligations made by the Purchasers may be rescinded
        by
        the Purchasers and any of the Obligations continued, and the Obligations,
        or the
        liability of any other Person upon or for any part thereof, or any collateral
        security or guarantee therefor or right of offset with respect thereto, may,
        from time to time, in whole or in part, be renewed, extended, amended, modified,
        accelerated, compromised, waived, surrendered or released by the Purchasers,
        and
        the Purchase Agreement and the other Transaction Documents and any other
        documents executed and delivered in connection therewith may be amended,
        modified, supplemented or terminated, in whole or in part, as the Purchasers
        may
        deem advisable from time to time, and any collateral security, guarantee
        or
        right of offset at any time held by the Purchasers for the payment of the
        Obligations may be sold, exchanged, waived, surrendered or released. The
        Purchasers shall have no obligation to protect, secure, perfect or insure
        any
        Lien at any time held by them as security for the Obligations or for the
        guarantee contained in this Section 2 or any property subject
        thereto.

      



      
        
           

        

        
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      (e)        Guarantee
        Absolute and Unconditional. Each Guarantor waives any and all notice of the
        creation, renewal, extension or accrual of any of the Obligations and notice
        of
        or proof of reliance by the Purchasers upon the guarantee contained in this
        Section 2 or acceptance of the guarantee contained in this Section 2; the
        Obligations, and any of them, shall conclusively be deemed to have been created,
        contracted or incurred, or renewed, extended, amended or waived, in reliance
        upon the guarantee contained in this Section 2; and all dealings between
        the
        Company and any of the Guarantors, on the one hand, and the Purchasers, on
        the
        other hand, likewise shall be conclusively presumed to have been had or
        consummated in reliance upon the guarantee contained in this Section 2. Each
        Guarantor waives to the extent permitted by law diligence, presentment,
        protest, demand for payment and notice of default or nonpayment to or upon
        the
        Company or any of the Guarantors with respect to the Obligations. Each Guarantor
        understands and agrees that the guarantee contained in this Section 2 shall
        be
        construed as a continuing, absolute and unconditional guarantee of payment
        without regard to (a) the validity or enforceability of the Purchase Agreement
        or any other Transaction Document, any of the Obligations or any other
        collateral security therefor or guarantee or right of offset with respect
        thereto at any time or from time to time held by the Purchasers, (b) any
        defense, set-off or counterclaim (other than a defense of payment or performance
        or fraud or misconduct by Purchasers) which may at any time be available
        to or
        be asserted by the Company or any other Person against the Purchasers, or
        (c)
        any other circumstance whatsoever (with or without notice to or knowledge
        of the
        Company or such Guarantor) which constitutes, or might be construed to
        constitute, an equitable or legal discharge of the Company for the Obligations,
        or of such Guarantor under the guarantee contained in this Section 2, in
        bankruptcy or in any other instance. When making any demand hereunder or
        otherwise pursuing its rights and remedies hereunder against any Guarantor,
        the
        Purchasers may, but shall be under no obligation to, make a similar demand
        on or
        otherwise pursue such rights and remedies as they may have against the Company,
        any other Guarantor or any other Person or against any collateral security
        or
        guarantee for the Obligations or any right of offset with respect thereto,
        and
        any failure by the Purchasers to make any such demand, to pursue such other
        rights or remedies or to collect any payments from the Company, any other
        Guarantor or any other Person or to realize upon any such collateral security
        or
        guarantee or to exercise any such right of offset, or any release of the
        Company, any other Guarantor or any other Person or any such collateral
        security, guarantee or right of offset, shall not relieve any Guarantor of
        any
        obligation or liability hereunder, and shall not impair or affect the rights
        and
        remedies, whether express, implied or available as a matter of law, of the
        Purchasers against any Guarantor. For the purposes hereof, “demand” shall
        include the commencement and continuance of any legal proceedings.

      


      (f)         Reinstatement.
        The guarantee contained in this Section 2 shall continue to be effective,
        or be
        reinstated, as the case may be, if at any time payment, or any part thereof,
        of
        any of the Obligations is rescinded or must otherwise be restored or returned
        by
        the Purchasers upon the insolvency, bankruptcy, dissolution, liquidation
        or
        reorganization of the Company or any Guarantor, or upon or as a result of
        the
        appointment of a receiver, intervenor or conservator of, or trustee or similar
        officer for, the Company or any Guarantor or any substantial part of its
        property, or otherwise, all as though such payments had not been
        made.

      


      (g)        Payments.
        Each Guarantor hereby guarantees that payments hereunder will be paid to
        the
        Purchasers without set-off or counterclaim in U.S. dollars at the address
        set
        forth or referred to in the Purchase Agreement.

      



      
        
           

        

        
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      3.         Representations
        and Warranties. Each Guarantor hereby makes the following representations
        and warranties to Purchasers as of the date hereof:

      


      (a)        Organization
        and Qualification. The Guarantor is a corporation, duly incorporated,
        validly existing and in good standing under the laws of the applicable
        jurisdiction set forth on Schedule 1, with the requisite corporate power
        and
        authority to own and use its properties and assets and to carry on its business
        as currently conducted. The Guarantor has no subsidiaries other than those
        identified as such on the Disclosure Schedules to the Purchase Agreement.
        The
        Guarantor is duly qualified to do business and is in good standing as a foreign
        corporation in each jurisdiction in which the nature of the business conducted
        or property owned by it makes such qualification necessary, except where
        the
        failure to be so qualified or in good standing, as the case may be, could
        not,
        individually or in the aggregate, (x) adversely affect the legality, validity
        or
        enforceability of any of this Guaranty in any material respect, (y) have
        a
        material adverse effect on the results of operations, assets, prospects,
        or
        financial condition of the Guarantor or (z) adversely impair in any material
        respect the Guarantor's ability to perform fully on a timely basis its
        obligations under this Guaranty (a “Material Adverse
        Effect”).

      


      (b)        Authorization;
        Enforcement.  The Guarantor has the requisite corporate power and
        authority to enter into and to consummate the transactions contemplated by
        this
        Guaranty, and otherwise to carry out its obligations hereunder. The execution
        and delivery of this Guaranty by the Guarantor and the consummation by it
        of the
        transactions contemplated hereby have been duly authorized by all requisite
        corporate action on the part of the Guarantor. This Guaranty has been duly
        executed and delivered by the Guarantor and constitutes the valid and binding
        obligation of the Guarantor enforceable against the Guarantor in accordance
        with
        its terms, except as such enforceability may be limited by applicable
        bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
        laws
        relating to, or affecting generally the enforcement of, creditors' rights
        and
        remedies or by other equitable principles of general application.

      


      (c)        No
        Conflicts. The execution, delivery and performance of this Guaranty by the
        Guarantor and the consummation by the Guarantor of the transactions contemplated
        thereby do not and will not (i) conflict with or violate any provision of its
        Certificate of Incorporation or By-laws or (ii) conflict with, constitute
        a
        default (or an event which with notice or lapse of time or both would become
        a
        default) under, or give to others any rights of termination, amendment,
        acceleration or cancellation of, any agreement, indenture or instrument to
        which
        the Guarantor is a party, or (iii) result in a violation of any law, rule,
        regulation, order, judgment, injunction, decree or other restriction of any
        court or governmental authority to which the Guarantor is subject (including
        Federal and state securities laws and regulations), or by which any material
        property or asset of the Guarantor is bound or affected, except in the case
        of
        each of clauses (ii) and (iii), such conflicts, defaults, terminations,
        amendments, accelerations, cancellations and violations as could not,
        individually or in the aggregate, have or result in a Material Adverse Effect.
        The business of the Guarantor is not being conducted in violation of any
        law,
        ordinance or regulation of any governmental authority, except for violations
        which, individually or in the aggregate, do not have a Material Adverse
        Effect.

      



      
        
           

        

        
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      (d)        Consents
        and Approvals. The Guarantor is not required to obtain any consent, waiver,
        authorization or order of, or make any filing or registration with, any court
        or
        other federal, state, local, foreign or other governmental authority or other
        person in connection with the execution, delivery and performance by the
        Guarantor of this Guaranty.

      


      (e)        Purchase
        Agreement. The representations and warranties of the Company set forth in
        the Purchase Agreement as they relate to such Guarantor, each of which is
        hereby
        incorporated herein by reference, are true and correct as of each time such
        representations are deemed to be made pursuant to such Purchase Agreement,
        and
        the Purchasers shall be entitled to rely on each of them as if they were
        fully
        set forth herein, provided that each reference in each such representation
        and
        warranty to the Company's knowledge shall, for the purposes of this Section
        3,
        be deemed to be a reference to such Guarantor's knowledge.

      


      (f)         Foreign
        Law.  Each Guarantor has consulted with appropriate foreign legal
        counsel with respect to any of the above representations for which non-U.S.
        law
        is applicable. Such foreign counsel have advised each applicable Guarantor
        that
        such counsel knows of no reason why any of the above representations would
        not
        be true and accurate. Such foreign counsel were provided with copies of this
        Subsidiary Guarantee and the Transaction Documents prior to rendering their
        advice.

      


      4.         Covenants.

      


      (a)        Each
        Guarantor covenants and agrees with the Purchasers that, from and after the
        date
        of this Guarantee until the Obligations shall have been paid in full, such
        Guarantor shall take, and/or shall refrain from taking, as the case may be,
        each
        commercially reasonable action that is necessary to be taken or not taken,
        as
        the case may be, so that no Event of Default is caused by the failure to
        take
        such action or to refrain from taking such action by such
        Guarantor.

       

      (b)        So
        long as any of the Obligations are outstanding, unless Purchasers holding
        at
        least 85% of the aggregate principal amount of the then outstanding Debentures
        shall otherwise consent in writing, each Guarantor will not directly or
        indirectly on or after the date of this Guarantee:


      i.           enter
        into, create, incur, assume or
        suffer to exist any indebtedness for borrowed money of any kind, including
        but
        not limited to, a guarantee, on or with respect to any of its
        property or assets now
        owned or hereafter acquired or any interest therein or any income or profits
        therefrom;

      



      
        
           

        

        
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      ii.          enter
        into, create, incur, assume or
        suffer to exist any liens of any kind, on or with respect to any of its property
        or assets now owned or hereafter acquired or any
        interest therein or
        any income or profits
        therefrom;

      


      iii.         amend
        its certificate of incorporation,
        bylaws or other charter documents so as to adversely affect any rights of
        the
        Holder
        hereunder;

      


      iv.         repay,
        repurchase or offer to repay, repurchase or otherwise acquire more than a
        de
        minimis number of shares of its securities or debt obligations;

      


      v.    
             pay cash dividends on any equity securities of the
        Company;

      


      vi.         enter
        into any transaction with any Affiliate of the Guarantor which would be required
        to be disclosed in any public filing of the Company with the Commission,
        unless
        such transaction is made on an arm’s-length basis and expressly approved by a
        majority of the disinterested directors of the Company (even if less than
        a
        quorum otherwise required for board approval); or

      


      vii.        enter
        into any agreement with respect to any of the foregoing.

      


      5.          Miscellaneous.

      


      (a)        Amendments
        in Writing. None of the terms or provisions of this Guarantee may be waived,
        amended, supplemented or otherwise modified except in writing by the
        Purchasers.

      


      (b)        Notices.
        All notices, requests and demands to or upon the Purchasers or any Guarantor
        hereunder shall be effected in the manner provided for in the Purchase
        Agreement, provided that any such notice, request or demand to or upon any
        Guarantor shall be addressed to such Guarantor at its notice address set
        forth
        on Schedule 5(b).

      



      
        
           

        

        
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      (c)        No
        Waiver By Course Of Conduct; Cumulative Remedies. The Purchasers shall not
        by any act (except by a written instrument pursuant to Section 5(a)), delay,
        indulgence, omission or otherwise be deemed to have waived any right or remedy
        hereunder or to have acquiesced in any default under the Transaction Documents
        or Event of Default. No failure to exercise, nor any delay in exercising,
        on the
        part of the Purchasers, any right, power or privilege hereunder shall operate
        as
        a waiver thereof. No single or partial exercise of any right, power or privilege
        hereunder shall preclude any other or further exercise thereof or the exercise
        of any other right, power or privilege. A waiver by the Purchasers of any
        right
        or remedy hereunder on any one occasion shall not be construed as a bar to
        any
        right or remedy which the Purchasers would otherwise have on any future
        occasion. The rights and remedies herein provided are cumulative, may be
        exercised singly or concurrently and are not exclusive of any other rights
        or
        remedies provided by law.

      


      (d)        Enforcement
        Expenses; Indemnification.

      


      
        	
                 

              	
                (i)

              	
                Each
                  Guarantor agrees to pay, or reimburse the Purchasers for, all its
                  costs
                  and expenses incurred in collecting against such Guarantor under
                  the
                  guarantee contained in Section 2 or otherwise enforcing or preserving
                  any
                  rights under this Guarantee and the other Transaction Documents
                  to which
                  such Guarantor is a party, including, without limitation, the reasonable
                  fees and disbursements of counsel to the
                  Purchasers.

              


      

      


      
        	
                 

              	
                (ii)

              	
                Each
                  Guarantor agrees to pay, and to save the Purchasers harmless from,
                  any and
                  all liabilities with respect to, or resulting from any delay in
                  paying,
                  any and all stamp, excise, sales or other taxes which may be payable
                  or
                  determined to be payable in connection with any of the transactions
                  contemplated by this Guarantee.

              


      

      


      
        	
                 

              	
                (iii)

              	
                Each
                  Guarantor agrees to pay, and to save the Purchasers harmless from,
                  any and
                  all liabilities, obligations, losses, damages, penalties, actions,
                  judgments, suits, costs, expenses or disbursements of any kind
                  or nature
                  whatsoever with respect to the execution, delivery, enforcement,
                  performance and administration of this Guarantee to the extent
                  the Company
                  would be required to do so pursuant to the Purchase
                  Agreement.

              


      

      


      
        	
                 

              	
                (iv)

              	
                The
                  agreements in this Section shall survive repayment of the Obligations
                  and
                  all other amounts payable under the Purchase Agreement and the
                  other
                  Transaction Documents.

              


      

      


      (e) 
              Successor and Assigns. This Guarantee
        shall be binding upon the successors and assigns of each Guarantor and shall
        inure to the benefit of the Purchasers and their respective successors and
        assigns; provided that no Guarantor may assign, transfer or delegate any
        of its
        rights or obligations under this Guarantee without the prior written consent
        of
        the Purchasers.

      



      
        
           

        

        
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      (f)         Set-Off.
        Each Guarantor hereby irrevocably authorizes the Purchasers at any time and
        from
        time to time while an Event of Default under any of the Transaction Documents
        shall have occurred and be continuing, without notice to such Guarantor or
        any
        other Guarantor, any such notice being expressly waived by each Guarantor,
        to
        set-off and appropriate and apply any and all deposits, credits, indebtedness
        or
        claims, in any currency, in each case whether direct or indirect, absolute
        or
        contingent, matured or unmatured, at any time held or owing by the Purchasers
        to
        or for the credit or the account of such Guarantor, or any part thereof in
        such
        amounts as the Purchasers may elect, against and on account of the obligations
        and liabilities of such Guarantor to the Purchasers hereunder and claims
        of
        every nature and description of the Purchasers against such Guarantor, in
        any
        currency, whether arising hereunder, under the Purchase Agreement, any other
        Transaction Document or otherwise, as the Purchasers may elect, whether or
        not
        the Purchasers have made any demand for payment and although such obligations,
        liabilities and claims may be contingent or unmatured. The Purchasers shall
        notify such Guarantor promptly of any such set-off and the application made
        by
        the Purchasers of the proceeds thereof, provided that the failure to give
        such
        notice shall not affect the validity of such set-off and application. The
        rights
        of the Purchasers under this Section are in addition to other rights and
        remedies(including, without limitation, other rights of set-off) which the
        Purchasers may have.

      


      (g)        Counterparts.
        This Guarantee may be executed by one or more of the parties to this Guarantee
        on any number of separate counterparts (including by telecopy), and all of
        said
        counterparts taken together shall be deemed to constitute one and the same
        instrument.

      


      (h)        Severability.
        Any provision of this Guarantee which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

      


      (i)         Section
        Headings. The Section headings used in this Guarantee are for convenience of
        reference only and are not to affect the construction hereof or be taken
        into
        consideration in the interpretation hereof.

      


      (j)     
           Integration. This Guarantee and the other Transaction
        Documents represent the agreement of the Guarantors and the Purchasers with
        respect to the subject matter hereof and thereof, and there are no promises,
        undertakings, representations or warranties by the Purchasers relative to
        subject matter hereof and thereof not expressly set forth or referred to
        herein
        or in the other Transaction Documents.

      



      
        
           

        

        
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      (k)        Governing
        Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
        IN
        ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY
        PRINCIPLES OF CONFLICTS OF LAWS.

      


      (l)         Submission
        to Jurisdictional; Waiver. Each Guarantor hereby irrevocably
        and unconditionally:

      


      
        	
                 

              	
                (i)

              	
                submits
                  for itself and its property in any legal action or proceeding relating
                  to
                  this Guarantee and the other Transaction Documents to which it
                  is a party,
                  or for recognition and enforcement of any judgment in respect thereof,
                  to
                  the non-exclusive general jurisdiction of the Courts of the State
                  of New
                  York, located in New York County, New York, the courts of the United
                  States of America for the Southern District of New York, and appellate
                  courts from any thereof;

              


      

      


      
        	
                 

              	
                (ii)

              	
                consents
                  that any such action or proceeding may be brought in such courts
                  and
                  waives any objection that it may now or hereafter have to the venue
                  of any
                  such action or proceeding in any such court or that such action
                  or
                  proceeding was brought in an inconvenient court and agrees not
                  to plead or
                  claim the same;

              


      

      


      
        	
                 

              	
                (iii)

              	
                agrees
                  that service of process in any such action or proceeding may be
                  effected
                  by mailing a copy thereof by registered or certified mail (or any
                  substantially similar form of mail), postage prepaid, to such Guarantor
                  at
                  its address referred to in the Purchase Agreement or at such other
                  address
                  of which the Purchasers shall have been notified pursuant
                  thereto;

              


      

      


      
        	
                 

              	
                (iv)

              	
                agrees
                  that nothing herein shall affect the right to effect service of
                  process in
                  any other manner permitted by law or shall limit the right to sue
                  in any
                  other jurisdiction; and

              


      

      


      
        	
                 

              	
                (v)

              	
                waives,
                  to the maximum extent not prohibited by law, any right it may have
                  to
                  claim or recover in any legal action or proceeding referred to
                  in this
                  Section any special, exemplary, punitive or consequential
                  damages.

              


      

      


      (m) 
             Acknowledgements.  Each Guarantor
        hereby acknowledges that:

      



      
        
           

        

        
          11

          
            

          

        

        
           

        

      


      
        	
                 

              	
                (i)

              	
                it
                  has been advised by counsel in the negotiation, execution and delivery
                  of
                  this Guarantee and the other Transaction Documents to which it
                  is a
                  party;

              


      

      


      
        	
                 

              	
                (ii)

              	
                the
                  Purchasers have no fiduciary relationship with or duty to any Guarantor
                  arising out of or in connection with this Guarantee or any of the
                  other
                  Transaction Documents, and the relationship between the Guarantors,
                  on the
                  one hand, and the Purchasers, on the other hand, in connection
                  herewith or
                  therewith is solely that of debtor and creditor;
                  and

              


      

      


      
        	
                 

              	
                (iii)

              	
                no
                  joint venture is created hereby or by the other Transaction Documents
                  or
                  otherwise exists by virtue of the transactions contemplated hereby
                  among
                  the Guarantors and the Purchasers.

              


      

      


      (n)        Additional
        Guarantors.  The Company shall cause each of its subsidiaries
        formed or acquired on or subsequent to the date hereof to become a Guarantor
        for
        all purposes of this Guarantee by executing and delivering an

      Assumption
        Agreement in the form of Annex 1 hereto.

      


      (o)        Release
        of Guarantors. Subject to Section 2.6, each Guarantor will be released from
        all liability hereunder concurrently with the repayment in full of all amounts
        owed under the Purchase Agreement, the Debentures and the other Transaction
        Documents.

      


      (p)        Seniority.
        The Obligations of each of the Guarantors hereunder rank senior in priority
        to
        any other Indebtedness (as defined in the Purchase Agreement) of such
        Guarantor.

      


      (q)        Waiver
        of Jury Trial. EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE
        PURCHASERS, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
        ANY
        LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM
        THEREIN.


      
        
           

        

        
          12

          
            

          

        

        
           

        

      


      


      IN
        WITNESS WHEREOF, each of the undersigned has caused this Guarantee to
        be
        duly executed and delivered as of the date first above written.

      


      2146281
        ONTARIO LIMITED

      


      


      


      By:_________________________________

      Name:

      Title:

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
           

        

        
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      SCHEDULE
        1

      


      GUARANTORS

      


      The
        following are the names, notice addresses and jurisdiction of organization
        of
        each Guarantor.

      


      
        	 	 	 	 	
                COMPANY

              
	
                 

              	 	
                JURISDICTION
                  OF

              	 	
                OWNED
                  BY

              
	 	 	
                INCORPORATION

              	 	
                PERCENTAGE

              


      

      


      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 


      
        
           

        

        
          14

          
            

          

        

        
           

        

      


      Annex
        1
        to

      SUBSIDIARY
        GUARANTEE

      


      ASSUMPTION
        AGREEMENT, dated as of ____ __, ______ made by ______________________________,
        a
        ______________ corporation (the “Additional Guarantor”), in favor of the
        Purchasers pursuant to the Purchase Agreement referred to below. All capitalized
        terms not defined herein shall have the meaning ascribed to them in such
        Purchase Agreement.

      


      W
        I T N E S S E T H :

      


      WHEREAS,
        Bancroft Uranium Inc., a
        Nevada corporation (the “Company”) and the Purchasers have entered into a
        Securities Purchase Agreement, dated as of November ___, 2007 (as amended,
        supplemented or otherwise modified from time to time, the “Purchase
        Agreement”);

      


      WHEREAS,
        in connection with the
        Purchase Agreement, the Company and its Subsidiaries (other than the Additional
        Guarantor) have entered into the Subsidiary Guarantee, dated as of November
        ___,
        2007 (as amended, supplemented or otherwise modified from time to time, the
        “Guarantee”) in favor of the Purchasers;

      


      WHEREAS,
        the Purchase Agreement
        requires the Additional Guarantor to become a party to the Guarantee;
        and

      


      WHEREAS,
        the Additional Guarantor has
        agreed to execute and

      deliver
        this Assumption Agreement in order to become a party to the
        Guarantee;

      


      NOW,
        THEREFORE, IT IS AGREED:

      


      1.         Guarantee.
        By executing and delivering this Assumption Agreement, the Additional Guarantor,
        as provided in Section 5(n) of the Guarantee, hereby becomes a party to the
        Guarantee as a Guarantor thereunder with the same force and effect as if
        originally named therein as a Guarantor and, without limiting the generality
        of
        the foregoing, hereby expressly assumes all obligations and liabilities of
        a
        Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby
        added to the information set forth in Schedule 1 to the Guarantee. The
        Additional Guarantor hereby represents and warrants that each of the
        representations and warranties contained in Section 3 of the Guarantee is
        true
        and correct on and as the date hereof as to such Additional Guarantor (after
        giving effect to this Assumption Agreement) as if made on and as of such
        date.

      


      2.         Governing
        Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
        INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

       

       


      
        
           

        

        
          15

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the undersigned has caused this Assumption Agreement
        to be duly executed and delivered as of the date first above
        written.

      


      


      


      
        	 	
                [ADDITIONALGUARANTOR]

              
	 	
                By:

              
	 	
                Name:

              
	 	
                Title:

              


      

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

       

       

       

       

       

       

       

       

      

16