bancroft8k092807ex10-1.htm


    
      

      

    

    

      Closing
        Memorandum

       

      This
        Closing Memorandum (“Agreement”) is entered into between 2146281 Ontario
        Limited, an Ontario corporation (“Ontario Limited”), Bancroft Uranium Inc., a
        Nevada Corporation (“Bancroft” or the “Company”), Andrew Hamilton and P. Leslie
        Hammond as of October 3, 2007.

       

      
        	
                 

              	
                1.

              	
                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”).

              


      

       

      
        	
                 

              	
                2.

              	
                Andrew
                  Hamilton Covenants.  Andrew Hamilton 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”).  Andrew
                  Hamilton also agrees to sell to P. Leslie Hammond 461,000 of his
                  shares in
                  the Company on a pre-Forward Stock Split basis for $30,000 USD
                  by the
                  Settlement Date.  Andrew Hamilton agrees to resign all offices
                  of the Company and appoint P. Leslie Hammond as the Company’s director,
                  President and Chief Executive Officer by the Settlement Date. Andrew
                  Hamilton 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.

              


      

       

      
        	
                 

              	
                3.

              	
                Waiver.  In
                  consideration of the Andrew Hamilton Covenants listed above, Ontario
                  Limited consents to the Closing and waives the conditions precedent
                  thereto.  However, if the Andrew Hamilton Covenants listed above
                  are not fulfilled by the Settlement Date, Andrew Hamilton is in
                  default
                  (“Andrew Hamilton 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.
                  Leslie Hammond in the event of an Andrew Hamilton
                  Default.

              


      

       

      
        	
                 

              	
                4.

              	
                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.

              


      

       

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Accepted
        and agreed to as of the date first written above by:

       

       

      BANCROFT
        URANIUM INC.

      A
        Nevada
        corporation

       

       

      X          /s/
        Andrew Hamilton

      Andrew
        Hamilton

      President
        and CEO

       

       

      2146281
        ONTARIO LIMITED,

      an
        Ontario corporation

      


       

      X          /s/
        P. Leslie Hammond

      P.
        Leslie Hammond

      President

       

       

      ANDREW
        HAMILTON

      An
        Individual

       

       

      X          /s/
        Andrew Hamilton

      Andrew
        Hamilton

      


       

      P.
        LESLIE
        HAMMOND

      An
        Individual

      


       

      X          /s/
        P. Leslie Hammond

      P.
        Leslie Hammond