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

Re:

Sale of AUC LLC (“AUC”) and Related Matters

(a)

the sale of AUC (the “ Sale Transaction ”), a Delaware company and a wholly owned subsidiary of Strathmore Resources (U.S.) Ltd. (“ Strathmore ”), holding the mineral rights and claims and, including but not limited to, data, permits, permit applications and information representing the mineral property known as the Reno Creek Property (the “ Property ”) by Strathmore to NCA Nuclear Inc. (“ NCA ”), a wholly owned subsidiary of Bayswater Uranium Corporation (“ Bayswater ”);

(b)

and 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 Bayswater, the “ Parties ”) to NCA;

(c)

the subsequent termination of the AUC Agreements by NCA and American Uranium; and

(d)

the sale to Bayswater 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, including but not limited to the deep well injection permit, geological, geochemical, geophysical, drilling and sampling data, including but not limited to any drill hole or other data base acquired by American Uranium; and equipment in respect to the Property in American Uranium’s possession and control, as set forth in Schedule “A” hereto (the “ AU Assets ”) .

1.

Purchase

1.1

Consent to Assignment and Agreement to Terminate – American Uranium hereby agrees and consents to the assignment to NCA or its nominee of all of Strathmore’s rights, title and interests in and to the AUC Agreements and to the termination of the AUC Agreements immediately thereafter and to sell to Bayswater or its nominee the AU Assets, all in exchange of the Purchase Price (as hereinafter defined).

1.2

Purchase Price – The purchase price shall be US$2,000,000 (the “ Purchase Price ”), of which US$1,000,000 shall be paid in cash and of which US$1,000,000 may be paid in cash or through the issuance of common shares of Bayswater, as constituted on the Closing Date (as hereinafter defined), at a deemed price representing the price of any securities of Bayswater to be issued pursuant to the Financing (as hereinafter defined) (the “Shares”) at the discretion of Bayswater at Closing (as hereinafter defined). Bayswater covenants that in the event that the Financing exceeds US$36,000,000, it shall pay the Purchase Price to American Uranium entirely in cash.

1.3

Resale Restrictions - The Parties acknowledge that the Shares in the capital of Bayswater to be issued and delivered pursuant to this agreement will be subject to a hold period under the applicable policies of the TSX Venture Exchange (the “TSX -V”) and the applicable Canadian securities laws.

1.4

Consolidation or Reorganization – The Parties acknowledge and agree that in order to complete the Financing necessary for the completion of the Transaction and the Sale Transaction, Bayswater may be required to complete a reorganization of its share capital, as currently constituted, including a consolidation of its share capital, which reorganization will complete on or before the Closing Date.

1.5

Issuance of Shares - In the event any Shares are issued to American Uranium as part of the Purchase Price as provided in Section 1.2, Bayswater acknowledges and agrees that American Uranium will be required to sell any such Shares into the public market within one year of Closing pursuant to regulations of the Securities and Exchange Commission (SEC).

1.6

Right of First Refusal - Bayswater shall have the first right to repurchase or arrange for the purchase of the Shares in the event that American Uranium wishes to dispose of any such Shares. In the event that American Uranium wishes to dispose of all of any portion of the Shares, it must notify Bayswater in writing, which shall have five business days from receipt of such notice to repurchase or arrange for the purchase of such Shares on terms satisfactory to American Uranium, as set forth in the written notice, failing which American Uranium shall be permitted to dispose of such Shares at its discretion.

2.

Due Diligence

2.1

Due Diligence - This Agreement and the Transaction is subject to Bayswater having a period from the date of this Agreement until the Closing Date to conduct a due diligence review of the Property and AU Assets (the “ Due Diligence Review ”). At the end of the Due Diligence Review, Bayswater may in its sole discretion decide:

(a)

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

(b)

to proceed with the Transaction;

2.2

American Uranium Bound to Agreement During Due Diligence Review – Notwithstanding that Section 2.1 leaves discretion in Bayswater to complete the Transaction or not, American Uranium agrees that upon the acceptance of this Agreement by Bayswater, American Uranium 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 American Uranium agrees that upon the satisfaction of Bayswater’s Due Diligence Review within the time herein set out, American Uranium will continue to be bound by the Agreement in accordance with the terms hereof.

2.3

Confidentiality Agreements - Each of the Parties agree that all information and documents obtained from the other Party will be kept confidential and the contents thereof will not be disclosed to any person, except as provided in that Non-Disclosure and Confidentiality Agreement entered into between American Uranium and NCA Nuclear Inc. of May 26, 2009 (the “ Non-Disclosure and Confidentiality Agreement ”), without the prior written consent of the Parties and that the rights and obligations of the Parties pursuant to the Non- Disclosure and Confidentiality Agreement shall continue to remain in full force and effect during the term of this Agreement until terminated pursuant to its terms. Bayswater further covenants and agrees that in consideration of American Uranium’s promises as set out in this Agreement, Bayswater agrees to be bound by the terms of the Non-Disclosure and Confidentiality Agreement as though it were another party to same, during the term of this Agreement until terminated pursuant to its terms.

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 - 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 Bayswater prior to the Closing Date:

(a)

the representations and warranties of the Parties contained in this 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)

Bayswater shall have completed a financing to raise gross proceeds of a minimum of US$36,000,000 (the “ Financing ”);

(c)

Bayswater, through NCA, shall have completed the purchase of AUC from Strathmore on or before the Closing Date pursuant to a formal share purchase agreement (the “ Share Purchase Agreement ”);

(d)

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

(e)

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 this Agreement, the agreement concerning the Sale Transaction and any applicable schedules thereto;

(f)

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

(g)

material compliance by American Uranium with the terms of this Agreement;

(h)

there shall be no material breach of the covenants of American Uranium contained herein; and

(i)

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.

The above conditions are for the sole benefit of Bayswater and if they are not fulfilled and/or performed on or before the Closing Date, then Bayswater may waive any such condition without prejudice to the fulfillment and/or performance of any other condition or conditions or in the alternative, Bayswater may withdraw from this Agreement without further liability or obligations on the part of Bayswater, without any prejudice to any of the remedies which Bayswater may have hereunder or at law.

4.2

Conditions Precedent American Uranium - The completion of American Uranium’s agreement and obligations pursuant to this Agreement shall be conditional upon receipt of all necessary government and regulatory approvals in respect of this Transaction and the Sale Transaction, as well as approval of American Uranium’s shareholders. .

5.

Representations and Warranties

5.1

Mutual Representations : Each of the Parties to this Agreement 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.

5.2

Representations and Warranties of American Uranium – American Uranium hereby represents and warrants as follows:

(a)

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;

(b)

the AU Assets represent all of the data, permits, information and equipment concerning the Property and held in the name of American Uranium or within its control and relating to the Property; and

(c)

to American Uranium’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 or any portion thereof, nor to the best of American Uranium’s knowledge is there any basis therefor.

5.3

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

(a)

Bayswater is authorized to issue an unlimited number of common shares;

(b)

all necessary corporate action (including any necessary action by its directors or shareholders) has been taken by Bayswater to duly authorize the issue of the Shares as fully paid and non-assessable shares; and

(c)

its common shares are listed on the TSX -V and Bayswater is in substantial compliance with its listing agreement with the TSX -V.

6.

Covenants

6.1

Covenants of American Uranium -- American Uranium hereby covenants with and to Bayswater that:

(a)

until earlier of the Termination Date (as hereinafter defined) and the Closing Date, it will provide Bayswater with all of the technical data, if any, in American Uranium’s possession or over which American Uranium has control relating to exploration activities on the Property and pursuant to the Area of Common Interest as provided in the Operating Agreement; and

(b)

on or before the Closing, American Uranium will ensure that the AU Assets shall be transferred into the name of Bayswater or its designated nominee and shall bear the costs of same.

6.2

Covenants of Bayswater – Bayswater hereby covenants with and to American Uranium as follows:

(a)

Bayswater agrees to enter into a consulting agreement with American, in substantially the form attached hereto as Schedule “B”, whereby, American Uranium will provide services as requested by Bayswater at a rate of US$30,000 per month plus expenses commencing upon signing of this Agreement and until closing of the Transaction. Bayswater and American Uranium agree that any extension of such agreement beyond the Closing Date shall be at the discretion of Bayswater on terms satisfactory to both Parties. In the event the Sale Transaction is terminated, then this Transaction shall be automatically terminated and such consulting agreement and all obligations thereunder shall cease and terminate at the same time the Transaction is terminated; and

(b)

Bayswater further agrees to enter into a consultancy agreement with American Uranium, in substantially the form attached hereto as Schedule “C”, whereby, American Uranium will provide services to assist Bayswater in its sales and marketing of uranium product produced from the Property subject to completion of the Transaction, Sale Transaction, and further due diligence of Bayswater in its discretion, any such agreement to be entered into on mutually agreed terms and at such time as Bayswater elects pursuant to its development plans on the Property.

7.

Confidentiality and Public Disclosure

7.1

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.

7.2

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 the other Party, 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.

7.3

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.

8.

Termination

8.1

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 Bayswater to American Uranium 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; or

(c)

automatically if the Transaction is not closed on or before 5:00 pm (Vancouver Time) on the date which is 120 days from the date of this Agreement or such later date as the Parties may agree upon in writing.

Upon termination of this Agreement, the Parties shall have no further obligations hereunder, except as stated in Article 7 of this Agreement and the Non-Disclosure and Confidentiality Agreement, which shall survive any such termination.

9.

Arbitration

9.1

All questions or matters in dispute under this Agreement shall be submitted to arbitration pursuant to the terms hereof.

9.2

It shall be a condition precedent to the right of any party to submit any matter to arbitration pursuant to the provisions hereof, that any party intending to refer any matter to arbitration shall have given not less than 10 days' prior notice of its intention to do so to the other party, together with particulars of the matter in dispute. On the expiration of such 10 days, the party who gave such notice may proceed to refer the dispute to arbitration as provided in section 9.3.

9.3

The party desiring arbitration shall appoint one arbitrator, and shall notify the other party of such appointment, and the other party shall, within 15 days after receiving such notice, either consent to the appointment of such arbitrator which shall then carry out the arbitration or appoint an arbitrator, and the two arbitrators so named, before proceeding to

act, shall, within 30 days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator to act with them and be chairman of the arbitration herein provided for. If the other party shall fail to appoint an arbitrator within 15 days after receiving notice of the appointment of the first arbitrator, the first arbitrator shall be the only arbitrator. If the two arbitrators appointed by the parties shall be unable to agree on the appointment of the chairman, the chairman shall be appointed under the provisions of the Commercial Arbitration Act of British Columbia. Except as specifically otherwise provided in this section, the arbitration herein provided for shall be conducted in accordance with such Act. The chairman, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place in Vancouver, British Columbia, for the purpose of hearing the evidence and representations of the parties, and he shall preside over the arbitration and determine all questions of procedure not provided for under such Act or this section. After hearing any evidence and representations that the parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the parties. The expense of the arbitration shall be paid as specified in the award.

9.4

The parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.

10.

Miscellaneous

10.1

The Parties agree to perform or cause to be performed all such acts and deeds as may be required to give full force and effect to the terms and provisions set out herein and to cooperate with each other and each other’s counsel and other professional advisors in the preparation, execution and delivery of any and all documents or instruments necessary to give full force and effect to the terms and provisions set out herein and any other documents required to give effect hereto.

10.2

No waiver by any of the Parties hereto shall be effective unless in writing, and a waiver shall affect only the matter, and the occurrence thereof, specifically identified in the writing granting such waiver, and shall not extend to any other matter or occurrence.

10.3

This Agreement shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the Parties hereby attorn to the jurisdiction of the Court of British Columbia.

10.4

This Agreement may not be assigned by any of the Parties hereto without the prior written consent of the other Parties.

10.5

Time shall be of the essence.

10.6

This Agreement may be executed in counterparts and delivered by facsimile, each of which shall be deemed to be an original but all of which together shall constitute one and the same agreement.