Re: Purchase and Sale of AUC LLC ("AUC") and Related Assets We write further to our recent discussions regarding a transaction involving:

Re:

Purchase and Sale of AUC LLC (“AUC”) and Related Assets

(a)

the sale of AUC, a Delaware company and a wholly owned subsidiary of Strathmore Resources (US) Ltd., holding together with certain cash assets, the mineral rights and claims representing the mineral property known as the Reno Creek Property, as more particularly described in Schedule “A” hereto (the “ Property ”) by Strathmore Resources (US) Ltd. (“ Strathmore ”), a wholly owned subsidiary of Strathmore Minerals Corp., to NCA Nuclear Inc. (“ NCA ”), a wholly owned subsidiary of Bayswater Uranium Corporation (“ Bayswater ”);

(b)

the sale of all associated claims, leases, option agreements, licenses, permits, permit applications and other documents evidencing title or licenses in respect to the Property; all documents and information concerning exploration, development and mining activities, including but not limited to, electronic and hard copy files, reports, data and all information relating to feasibility, engineering, metallurgical and economic studies, environmental permits and environmental permit applications, geological, geochemical, geophysical, drilling and sampling data, and equipment in respect to the Property as set forth in Schedule “B” hereto (collectively the “ STM Assets ”) by Strathmore to NCA; and

(c)

the assignment of all of Strathmore’s rights and obligations pursuant to an option and joint venture agreement dated August 20, 2007 (the “ Option Agreement ”) and pursuant to the limited liability company operating agreement of AUC, dated January 3, 2008 (the “ Operating Agreement ”, and collectively with the Option Agreement, the “ AUC Agreements ”) between Strathmore and American Uranium Corporation (“ American Uranium ”) (collectively with NCA and Strathmore, the “ Parties ”) to NCA; and

(d)

the subsequent termination of the AUC Agreements by NCA and American Uranium and the acquisition of certain assets and rights to the Property of American Uranium by Bayswater

1.

Purchase

1.1

Purchase – Strathmore hereby agrees to sell all of its right, title and interest in all of the issued and outstanding membership interest of AUC (the “LLC Interest”) and the STM Assets to NCA on the terms set out herein.

1.2

Assignment – Strathmore shall grant, assign and set over unto NCA as of the Closing Date (the “Assignment”), all of its right, title, benefit and interest in, under and to the AUC Agreements, to have and to hold with full power to NCA to take all such measures for the enjoyment of the rights under the AUC Agreements as Strathmore might take. The AUC Agreements shall be accepted by NCA subject to all of the obligations and liabilities of Strathmore under the AUC Agreements, and NCA hereby expressly assumes and undertakes to pay, satisfy, discharge, perform and fulfil all of the obligations and liabilities of Strathmore under the AUC Agreements as fully and to the same extent as if Strathmore had been an original party to the AUC Agreements, subject to the consent of American Uranium to the Assignment and the completion of the Transaction.

1.3

Purchase Price – The purchase price for the LLC Interest, the STM Assets and the Assignment shall be US$30,000,000, of which US$250,000 shall be paid by NCA to Strathmore upon execution of this Agreement as a non-refundable deposit (the “Deposit”) and the balance of which, being US$29,750,000 shall be paid to Strathmore at Closing (as hereinafter defined) or held in trust or escrow and payable to Strathmore in accordance with the LLC Purchase Agreement.

1.4

Cooperation of American Uranium – In consideration of entering into the Purchase Agreement and in exchange for Strathmore’s agreement to suspend all obligations of American Uranium under the AUC Agreements pending closing of the Transaction, including any advances of capital contributions or transfer of data or permits, as may be required to maintain the AUC Agreements in good standing prior to the Closing, pursuant to Article 8 herein, American Uranium agrees to cooperate and covenant pursuant to the terms of this Agreement.

2.

Due Diligence

2.1

Due Diligence - This Agreement and the Acquisition are subject to NCA having a period from the date of this Agreement until the Closing Date to conduct a due diligence review of AUC,

the Property and the STM Assets (the “ Due Diligence Review ”). During such review, Strathmore and American Uranium will make all information, including, but not limited to, such technical data, studies and title documents it holds on AUC, the Property and the STM Assets available to NCA for review at Strathmore’s office in Riverton, Wyoming, and will provide NCA with access to the Property for the purposes of such review. NCA shall review all data held by or under the control of Strathmore at Strathmore’s Riverton, Wyoming office. The Parties agree to work together to ensure NCA reasonable access for its Due Diligence Review. NCA may request copies of any data made available from Strathmore. However, it shall be in Strathmore’s sole discretion whether or not to provide such copies. At the end of the Due Diligence Review, NCA may in its sole discretion decide:

(a)

not to proceed with the Transaction, and in such case NCA will provide to Strathmore and American Uranium written notice of such decision and this Agreement will then terminate and the parties will have no further obligations to each other and Strathmore shall retain the Deposit; or

(b)

to proceed with the Transaction and in such case, the Deposit shall be credited toward the Purchase Price.

2.2

Strathmore Bound to Letter During Due Diligence Review – Notwithstanding that the Due Diligence Review leaves discretion in NCA to be bound to the Agreement or not and to complete the Transaction or not, Strathmore agrees that in consideration of the Deposit paid to Strathmore by NCA upon the acceptance of this Agreement by NCA (the receipt and sufficiency whereof is hereby acknowledged by the parties, and is acknowledged not to be a deposit and will not be refundable), Strathmore will be bound by this Agreement during the Due Diligence Review (and afterwards in accordance with section 2.1 (b)), and will not be able to revoke or withdraw its acceptance of the terms of this Agreement during such time, and for certainty Strathmore agrees that upon the satisfaction of NCA’s Due Diligence Review within the time herein set out, Strathmore will continue to be bound by the Agreement in accordance with the terms hereof.

2.3

Preliminary Due Diligence - As soon as reasonably practicable following the execution of this Agreement, Strathmore agrees to allow NCA to visit Strathmore’s Riverton, Wyoming office, at mutually agreeable times and dates, to view the following:

(a)

All financial information pertaining to AUC LLC;

(b)

Current National Instrument 43-101 Technical Reports concerning the Property;

(c)

Minute books and corporate records of AUC;

(d)

All material agreements of AUC or pertaining to the Property;

(e)

All technical and geological information concerning the Property, including, without limitation, copies of all permits, licenses or claims pertaining to land title status of the Property;

(f)

All environmental permits and permit applications relating to the Property; and

(g)

Such other materials and information as NCA may reasonably request in connection with the Transaction .

2.4

Access to Information - Upon acceptance of this Agreement and until the earlier of the Closing Date or the Termination Date (as defined herein), Strathmore and American Uranium will allow NCA and their authorized representatives, including legal counsel and consultants, access to review all information, books or records relevant to AUC, the Property and the STM Assets at Strathmore’s Riverton, Wyoming office for the purpose of completing due diligence investigations and for the completion of the Transaction. Each of the Parties agree that all information and documents so obtained will be kept confidential in accordance with and subject to that Confidentiality Agreement entered into between AUC and NCA of May 27, 2009 (the “ Confidentiality Agreement ”) and the contents thereof will not be disclosed to any person, except as provided in that Confidentiality Agreement and in that Non-Disclosure and Confidentiality Agreement entered into between American Uranium and NCA of May 26, 2009 (the “ Non-Disclosure and Confidentiality Agreement”), without the prior written consent of each of the other Parties.

3.

Closing

3.1

Closing - The completion of the Transaction (the “ Closing ”) will be at the offices of Armstrong Simpson 2080 – 777 Hornby Street, Vancouver, British Columbia, or such other place or date as may be mutually agreed by the Parties, at 10:00 a.m. (Vancouver time) on the earlier of the 2nd business day after receipt of all necessary, shareholder and regulatory approvals and satisfaction and waiver of all applicable conditions precedent or the date which is 120 days from the date of this Agreement or such later date as the Parties may agree upon in writing (the “ Closing Date ”).

4.

Conditions Precedent

4.1

Conditions Precedent NCA - In addition to any other conditions precedent contained in this Agreement, the completion of the Transaction shall be subject to the following conditions precedent which conditions precedent being waived or satisfied by NCA prior to the Closing Date:

(a)

the representations and warranties of the Parties contained in the LLC Purchase Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct as of that date;

(b)

other than activities in the regular course of business, no material adverse change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or prospects of either AUC or the Property from the date hereof to the Closing Date;

(c)

as of the Closing Date and except as disclosed to the Parties or as set forth in the AUC Agreements, no person shall have any right, agreement, warrant, option or commitment, present or future, contingent or absolute, or anything capable of becoming a right, agreement or option with the passage of time or the occurrence of any event or otherwise:

(i)         for any interest in and to the Property;

(ii)

to require AUC to issue any further or other membership interest or any other security or other instrument convertible or exchangeable into a membership interest or to convert or exchange any security or other instrument into or for a membership interest in AUC; or

(iii)

to require AUC to purchase, redeem or otherwise acquire any of the membership interests of AUC.

(d)

NCA’s parent company, Bayswater Uranium Corporation (“ Bayswater ”), shall have completed a financing to raise gross proceeds of a minimum of US$36,000,000 (the “ Financing ”), of which US$30,000,000 shall be designated for the Purchase Price, as set forth in Section 1.3 of this Agreement, and US$6,000,000 shall be designated for working capital;

(e)

NCA shall have obtained audited financial statements for AUC, as required by and acceptable to applicable regulatory authorities;

(f)

Bayswater and American Uranium shall have entered into and completed the Purchase Agreement on or before the Closing Date;

(g)

satisfactory completion of the Due Diligence Review by NCA per Section 2.1(b);

(h)

receipt by NCA of a legal opinion respecting the Property, AUC and such other matters as NCA may require, in form and substance satisfactory to NCA, acting reasonably;

(i)

as at the Closing Date, there being no legal proceeding or regulatory actions, investigation or proceedings against or threatened against either of AUC or the Property, except as disclosed in the LLC Purchase Agreement and any applicable schedules thereto;

(j)

there being no prohibition at law against the consummation of the Transaction;

(k)

material compliance by each of Strathmore and American Uranium with the terms of this Agreement and the LLC Purchase Agreement;

(l)

there shall be no material breach of the covenants of either of Strathmore or American Uranium contained herein or in the LLC Purchase Agreement; and

(m)

receipt of all necessary governmental and regulatory approvals in respect of the Transaction, including but not limited to, the approval of the TSX Venture Exchange (the “ TSX-V ”) and any required shareholder approvals.

4.2

Conditions Precedent American Uranium - The completion of American Uranium’s agreement and obligations pursuant to this Agreement shall be conditional upon the execution and completion of the Purchase Agreement, which shall be entered into on the same day as the date of the execution of this Agreement, and upon receipt of all necessary government and regulatory approvals in respect of the Transaction, as well as approval of American Uranium’s shareholders.

5.

Release of Liability to Strathmore

5.1

NCA agree to release Strathmore and American Uranium from any and all liability associated with the actions of American Uranium pertaining to the data obtained from Power Resources Inc. (“PRI”). The Parties acknowledge and agree that in accordance with American Uranium's October 9, 2007 purchase Agreement and November 21, 2007 bill of sale with PRI, American Uranium picked up the data package at PRI's Casper, WY office on Wednesday November 21, 2007. At this time the entire data package conveyed by PRI to American Uranium is being stored at Strathmore's Riverton, Wyoming office..

6.

Representations and Warranties

6.1

Mutual Representations : Each of the Parties to this Agreement and AUC hereby represent and warrant to the other that:

(a)

it has been duly incorporated and is a valid and subsisting body corporate under the laws of its jurisdiction of incorporation;

(b)

it has duly obtained all necessary governmental, corporate and other authorizations for its execution and performance of this Agreement, and the consummation of the transactions contemplated herein will not, with the giving of notice or the passage of time, or both, result in a breach of, constitute a default under, or result in the creation of any encumbrances on its assets under the terms or provisions of any law applicable to it, its constating documents, any resolution of its directors or shareholders or any indenture, agreement or other instrument to which it is a party or by which it or its assets may be bound;

(c)

no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or the placing of it in bankruptcy or its subjection to any other law governing the affairs of bankrupt or insolvent persons; and

(d)

it has full right, power and authority to enter into and accept the terms of this Agreement and to carry out the transactions contemplated herein.

6.2

Representations and Warranties of Strathmore – Strathmore hereby represents and warrants as follows:

(a)

To the best of Strathmore’s knowledge, the STM Assets, amongst other things, represent all of the data, environmental permits or permit applications, information and equipment concerning the Property and AUC Agreements and held in the name of Strathmore or within its control and ownership relating to the Property;

(b)

To the best of Strathmore’s knowledge and except as otherwise disclosed by Strathmore to NCA in writing prior to the date of this Agreement, the mineral claims comprising the Property have been validly staked and are now duly recorded pursuant to the laws of the State of Wyoming and the United States of America and the maintenance fees are current and the claims are shown as being active; and all lease and lease option agreements and any other form of land tenure in respect to the Property are in good standing, except as otherwise disclosed in the Schedules;

(c)

AUC is the recorded, or will be on Closing, and beneficial owner of a 100% mineral interest in and to the Property, free and clear of liens, charges or encumbrances, including but not limited to environmental liabilities, with the exception of the AUC Agreements;

(d)

To the best of Strathmore’s knowledge, Strathmore owns and possesses good marketable title to the LLC Interest and is the registered and beneficial holder of the LLC Interest, free and clear of all encumbrances, and AUC owns and possesses good marketable title to the Property and is the registered and beneficial holder of the Property, free and clear of all encumbrances;

(e)

Strathmore is the sole registered and beneficial member of AUC, subject to American Uranium’s rights pursuant to the AUC Agreements;

(f)

on Closing there will be no options, warrants or other convertible securities issued or outstanding which entitle the holder to acquire any membership interest or any other securities of AUC, with the exception of the AUC Agreements;

(g)

Strathmore has the exclusive right to receive 100% of the proceeds from the sale of minerals, metals, ores or concentrates removed from the Property and no person, firm or corporation is entitled to any royalty or other payment in the nature of rent or royalty on such materials removed from the Property or is entitled to take such materials in kind, subject to the AUC Agreements or as disclosed in writing by Strathmore to NCA;

(h)

to the best of Strathmore’s knowledge, information and belief, there are no actual, alleged or potential adverse claims, challenges, suits, actions, prosecutions, investigations or proceedings against or to the ownership of or title to the Property, nor to the best of Strathmore’s knowledge is there any basis therefor;

(i)

AUC is not a party to nor bound by any outstanding material agreement, contract or commitment relating to any of its assets which has not otherwise been disclosed to NCA and AUC is in good standing with respect to its obligations to each of the material agreements to which it is a party; and

(j)

AUC has no outstanding indebtedness or any liabilities or obligations, financial or otherwise, (whether accrued, absolute, contingent or otherwise) that have not been disclosed to NCA.

6.3

Representations and Warranties of Strathmore, American Uranium regarding AUC and the Property – Strathmore, American Uranium and AUC hereby represent and warrant that the AUC Agreements are in good standing, with the exception that Strathmore has not yet

completed the transfer of title to certain portions of the Property or STM Assets to AUC as required pursuant to the AUC Agreements..

6.4

No Other Representations or Warranties – Neither Strathmore nor American Uranium makes any representations or warranties whatsoever concerning the existence, nature, location, amount or value of any mineralization, mineral reserves or resources or whether any necessary permits can be obtained in a timely manner or whether any mining can be done economically or as to the cost or time required to refurbish, restart or operate and maintain a project. Neither Strathmore nor American Uranium makes any representations or warranties as to any impact on unpatented mining claims from any changes to the General Mining Act of 1872 or other applicable laws.

6.5

Representations and Warranties in LLC Purchase Agreement – In the LLC Purchase Agreement:

(a)

Strathmore and American Uranium will make the representation and warranty as set out in section 6.3;

(b)

Strathmore will make the representations and warranties as set out in section 6.2, as well as other reasonable representations and warranties dealing with the title to the LLC Interest and the Property, environmental matters, or otherwise, as requested by NCA;

(c)

American Uranium will make such reasonable representations concerning the Property and AUC Agreements as it may make based on its limited involvement in the operation of the Property, and

(d)

NCA will make the representations and warranties as set out in section 6.1, as well as other reasonable representations and warranties dealing with the Transaction or otherwise, as requested by Strathmore and American Uranium.

7.

Covenants

7.1

Covenants during term of this Agreement - Strathmore and American Uranium hereby covenant with and to NCA that until earlier of the Termination Date (as hereinafter defined) and the Closing Date:

(a)

they will provide NCA with access to all information, including but not limited to land tenure, environment permits and applications and technical data, relating to the STM Assets in Strathmore’s, American Uranium’s or AUC’s possession or over which Strathmore, American Uranium or AUC has control relating to exploration and development activities on and pursuant to the Area of Interest as provided in paragraph 13.1 and AUC Agreements of the Property;

(b)

they will allow NCA access to the Property for the purpose of carrying out due diligence and evaluation activities;

(c)

Except as otherwise noted in this Agreement, including work done in an effort to consolidate all assets and Property in AUC, neither Strathmore, American Uranium nor AUC will deal, or attempt to deal with its right, title and interest in and to the

Property in any way that would or might affect the right of NCA to become absolutely vested in a 100% interest in and to the Property, free and clear of any liens, charges and encumbrances;

(d)

Strathmore shall ensure that the Property and STM Assets, not already held in the name of AUC, shall be transferred into the name of AUC and shall bear the costs of same, on or before the Closing Date; except that the Parties agree that pursuant to Strathmore’s agreements in reference to the Moore Option to Lease Agreement dated February 10, 2009 and McCullough Option to Lease Agreement dated February 9, 2009 that transfer of such shall occur upon exercise of the option in both cases after February 10 ^th and 9 ^th respectively of either 2010 or 2011 at the discretion of NCA as to timing of exercise of the said options and that Strathmore agrees to work in good faith with NCA to assist in the transfer of such agreements into AUC and shall bear the costs of same;

(e)

On or before the Closing Date, Strathmore will ensure that any American Uranium shares held by AUC on behalf of Strathmore will be transferred to Strathmore at no cost and free and clear of any federal, state or other tax liability to AUC and NCA; and

(f)

Notwithstanding Section 8 of this Agreement, until the earlier of the Closing Date and the Termination Date, Strathmore and American Uranium shall ensure the Property is kept in good standing.

8.

AUC Agreements

8.1

Suspension of AUC Agreements - Strathmore and American Uranium covenant and agree to suspend all obligations of American Uranium under the AUC Agreements pending closing of the Transaction, including any advances of capital contributions or transfer of data or permits as may be required to maintain the AUC Agreements in good standing prior to the Closing, and shall not pursue any termination or other remedies in respect of same during the term of this Agreement or the LLC Purchase Agreement.

8.2

PRI Data – Strathmore and American Uranium covenant and agree that pending closing of the Transaction, American Uranium shall not sell, deal, encumber, or attempt to deal in any way that might affect Strathmore or AUC’s interests, with its right, title, or interest in and to any data it controls or owns regarding the Property, with the exception of any transaction American Uranium may enter into with Bayswater or NCA, provide however, that such a transaction shall be conditional upon the completion of this Transaction.

8.3

Maintenance of the Property and AUC - All ongoing expenditures in order to maintain claims and land agreements respecting the Property in good standing pursuant to the AUC Agreements, and all work done by Strathmore on behalf of AUC, in the general course of business (including but not limited to work to advance any project permits), or regarding the Property shall be paid with the cash currently on deposit in AUC as of the date of this Agreement, which funds have been advanced as capital contributions to AUC by American Uranium pursuant to the terms of the AUC Agreements.

8.4

Recommencement of AUC Agreements - In the event the Closing does not occur, Strathmore and American Uranium agree that American Uranium’s obligations under the AUC

Agreements will be suspended for a period of 30 days, commencing on the next business day following the Termination Date (as hereinafter defined) .

8.5

Consulting Agreements with Bayswater – Strathmore acknowledges that American Uranium will, pursuant to the terms of the Purchase Agreement, enter into a consulting agreement (the “ Consulting Agreement ”) with Bayswater to provide services to Bayswater in facilitation of the completion of this Transaction. Strathmore confirms that it does not object to the Consulting Agreement or American Uranium’s participation or involvement in the Transaction as providing services pursuant to the Consulting Agreement and further agrees that the entering into by American Uranium of the Consulting Agreement does not result in American Uranium breaching any provision of the AUC Agreements, provided however that the Consulting Agreement shall terminate in the event that this Agreement is terminated.

9.

Formal Agreement

9.1

LLC Purchase Agreement - The Parties agree that the Transaction will be the object of the formal LLC Purchase Agreement under the same or reasonably similar terms as set out above and further defining the above terms as may be necessary to complete the LLC Purchase Agreement. For greater certainty, the LLC Purchase Agreement will include customary representations and warranties in respect of the Parties and their respective businesses, certain indemnities regarding operations on the Property prior to and following the completion of the Transaction and other terms and conditions as would typically be provided for in a transaction of this nature. Additionally, at Strathmore’s request, acting reasonably, the LLC Purchase Agreement may contain terminology meant to minimize Strathmore’s tax consequences from the Transaction, including but not limited to, terminology creating an installment sale, provided however that such request shall not adversely effect American Uranium and its rights and opportunities to the allocation of taxable income and losses in accordance with Section 4.3 of the Operating Agreement. The LLC Purchase Agreement shall also contain such other terms, conditions and agreements to which the Parties hereto may reasonably request and agree in order to complete the transactions contemplated in this Agreement.

10.

Confidentiality and Public Disclosure

10.1

Confidentiality - No disclosure or announcement, public or otherwise, in respect of this Agreement or the transactions contemplated herein will be made by any of the Parties without the prior approval of each of the other Parties as to timing, content and method, hereto, provided that the provisions of this section will not prevent any Party from making, after consultation with each other Parties, such disclosure as its counsel advises is required by applicable law or the rules and policies of the TSX -V and SEC.

10.2

Press Releases - Following the execution of this Agreement and until the earlier of the Termination Date or the Closing Date, no public press release in relation to any matter shall be issued by the Parties concerning the Transaction without reasonable notice to, and the prior consent of the other Parties (such consent not to be unreasonably withheld), provided that the provisions of this section will not prevent any Party from making, after consultation with each of the other Parties, such disclosure as its counsel advises is required by applicable law or the rules and policies of the TSX -V and SEC and any press release so issued shall conform in all respects with applicable securities laws.

10.3

Disclosure - Unless and until the transactions contemplated in this Agreement have been completed, or the Termination Date, except with the prior written consent of each of the other Parties, each of the Parties hereto and their respective employees, officers, directors, shareholders, agents, advisors and other representatives will hold all information received from each other Party in strictest confidence, except such information and documents available to the public or as are required to be disclosed by applicable law. All such information in written form and documents will be returned to the Party originally delivering them in the event that the transactions provided for in this Agreement are not consummated.

10.4

Confidentiality Agreements – The rights and obligations of the Parties pursuant to the Confidentiality Agreement and Non-Disclosure and Confidentiality Agreement shall continue to remain in full force and effect during the term of this Agreement until terminated pursuant to their terms.

11.

Termination

11.1

Termination - This Agreement shall terminate on the date (" Termination Date ") any of the following occurs:

(a)

by mutual written agreement of the Parties;

(b)

by written notice of NCA to the Parties pursuant to Section 2.1(a) that it has determined as a result of its Due Diligence Review it is not prepared to complete the Transaction;

(c)

by written notice of a Party to the other Parties if the LLC Purchase Agreement is not executed on or before 5:00 pm (Vancouver Time) on the date which is 60 days from the date of execution of this Agreement or such later date as the Parties may agree upon in writing; provided such Party providing notice (the “ Terminating Party ”) was proceeding with the Transaction in good faith and the inability to complete the LLC Purchase Agreement within such period was not due to any act or omission of the Terminating Party, but instead the other Parties not acting in good faith; or

(d)

automatically if the Transaction is not closed on or before 5:00 pm (Vancouver Time) on the date which is 120 days