DEBENTURE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.7

DEBENTURE AND WARRANT PURCHASE AGREEMENT

This Debenture Purchase Agreement (this “ Agreement ”), dated as of October ___, 2008, is made by and between Bancroft Uranium Inc. (the “ Company ”) and the investors signatory hereto (each, a “ Purchaser ”) .

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.

Issuance of Debentures . The Company hereby agrees to issue to each Purchaser against payment therefor as described herein, (a) a debenture of the Company in the aggregate principal amount of $44,000, which debenture shall be in the form of Exhibit A attached hereto (a “ Debenture ”).  The total purchase price to be paid by the Purchasers for the purchase of the Debentures is $44,000 (the “ Subscription Amount ”).  Subject to the terms and conditions hereunder, at the closing, the Company shall deliver to each Purchaser its Debenture, and each Purchaser shall deliver the Subscription Amount to the account designated in writing by the Company.  

2.

Documents.  

(a)

The rights and obligations of the Purchasers and of the Company with respect to the Debentures and the shares of Common Stock issuable under the Debenture (the “ Underlying Shares ”) shall be identical in all respects to the rights and obligations of the Purchasers and the Company with respect to the debentures, the warrants and the underlying shares issued pursuant to that certain Securities Purchase Agreement dated November 30, 2007 among the Company and the Purchasers (the “ Purchase Agreement ”).  Notwithstanding the preceding sentence, for clarity, the Debentures issued hereunder (and Underlying Shares issuable upon conversion thereof) shall not constitute an “Exempt Issuance” under the Purchase Agreement. Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

3.

Representations and Warranties of the Company .  The Company hereby makes to the Purchasers the following representations and warranties:

(a)

Authorization; Enforcement .  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.  The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith.  This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific

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performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)

No Conflicts .  The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien (except as contemplated herein) upon any of the properties or assets of the Company in connection with, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing Company debt or otherwise) or other material understanding to which such Company is a party or by which any property or asset of the Company is bound or affected; or (iii) conflict with or 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 Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected, except, in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect (as defined in the Purchase Agreement).

(c)

Issuance of the Debenture .  The Debenture is duly authorized and, upon the execution of this Agreement by a Purchaser, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.  The Underlying Shares, when issued in accordance with the terms of the Debenture, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.  The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares.

(d)

Affirmation of Prior Representations and Warranties .  Except as set forth on Schedule 3(d) hereto, the Company hereby represents and warrants to each Purchaser that the Company’s representations and warranties listed in Section 3.1 of the Purchase Agreement are true and correct as of the date hereof.

4.

Representations and Warranties of the Purchasers .  Each Purchaser, severally, and not jointly hereby represents and warrants as of the date hereof to the Company as follows:

(a)

Authority .  The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser.  This Agreement has been duly executed by such Purchaser and, when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,

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reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)

Own Account .  Such Purchaser (i) understands that the Debentures are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law, (ii) is acquiring the Debenture as principal for its own account and not with