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

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

BETWEEN:

(hereinafter called "Owner")

- and -

CROMWELL URANIUM HOLDINGS, INC. an Arizona corporation

(hereinafter called "Cromwell")

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:

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.

 

 

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.

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.

 

 

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.

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

 

 

(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.

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.

 

 

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.

Section 5.01  Assignments

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

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.

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.

 

 

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:

1390 Government Road North

Timmins, Ontario, Canada

P4N 7C3

Tel.:     

Facsimile:   

Attention:     

To Cromwell:

8655 East Via De Ventura, Suite G200,

Scottsdale, AZ 85258

Tel: TOLL FREE ###-###-####

Local ###-###-####

FAX ###-###-####

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.

 

 

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.

 

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

Per:   /s/     

Per:   /s/ Rob McIntosh