Assignment Agreement

EX-10.1 2 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of June 1, 2006, is between Brinx Resources Ltd., a Nevada corporation, ("Assignor"), and Delta Oil and Gas Inc., a Nevada corporation ("Assignee").

RECITALS

A.	Assignor and the Assignee each are in the business of resource exploration;

Assignor holds a seventy percent (70%) “Working Interest” (defined below) in the Owl Creek Prospect in Garvin County Oklahoma, as set forth in: (i) the letter agreement between and Ranken Energy Corporation, an Oklahoma corporation (“Ranken”) and Assignor dated July 25, 2005 and attached hereto as Exhibit A (the “Letter Agreement”); and (ii) the joint operating agreement between Assignor and Ranken dated July 1, 2005 and attached hereto as Exhibit B (the “Joint Operating Agreement”);

Assignor desires to assign to Assignee 28.57% of its 70% Working Interest, which assignment shall result in Assignee receiving an effective 20% Working Interest (the “20% Working Interest”) in the Owl Creek Prospect, for the purchase price of $300,000 (calculated at $15,000 per percentage point), such assignment to occur in accordance with, and subject to, the terms and conditions set forth in this Agreement;

For purposes of this Agreement, the term “Working Interest” is defined as set forth in the Letter Agreement, including the right to participate at a 20% working interest in all future wells drilled on a total of 1,120 acres surrounding the Powell #2, but the definition does not include “completion costs” (defined as all costs after casing point is reached and logs have been run) nor does it include the Johnson #1 well located in the W/2 SE/4 Section 35-5N-2W and the Powell #1 well located in the E/2 SW/4 Section 25-5N-2W. The term “Working Interest” also includes the right to participate in any Areas of Mutual Interest (AMI) that may be acquired by the Owl Creek Prospect participants; and

E.	Assignee desires to accept the 20% Working Interest from Assignor, and to assume all of Assignor's obligations and liabilities with respect thereto in accordance with, and subject to, the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Assignor hereby grants, bargains, sells, conveys, transfers and assigns to Assignee, her heirs, devisees, assigns and personal representatives, all of Assignor's right, title and interest

in and to the 20% Working Interest, to have and to hold the same unto Assignee, her heirs, devisees, assigns and personal representatives forever.

2. Assignee hereby accepts the 20% Working Interest and agrees to assume, pay, discharge and perform all past, present and future obligations and liabilities of Assignor arising out of, or in any way connected with, the ownership of the 20% Working Interest and agrees to hold the Assignor harmless from any claim or demand, of any kind made hereunder

3. Assignee hereby agrees to pay to Assignor the lump sum of Three Hundred Thousand Dollars ($300,000) (calculated at $15,000 per percentage point) in immediately available United States funds for the 20% Working Interest on or before the thirtieth day following the date of this Agreement, failing which, this Agreement and the Assignment(s) contained herein shall be null and void.

4. The Assignor warrants and represents that as of the date of this Assignment Agreement, the Letter Agreement and the Joint Operating Agreement are each in full force and effect, without modification or amendment, that it has the full right and authority to transfer said its rights under the Letter Agreement and that the rights transferred herein are free of lien, encumbrance or adverse claim.

5. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

6. Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purpose of this Agreement.

7. This Agreement may not be amended except by an instrument in writing signed by each of the parties.

8. This Agreement and the Exhibits hereto contain the entire agreement between the parties with respect to the subject matter hereof and supercede all prior arrangements and understandings, both written and oral, express or implied, with respect thereto. Any preceding correspondence or offers are expressly superceded and terminated by this Agreement.

9. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally recognized courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as will be specified by like notice):

If to the Assignor:	If to the Assignee:	If to Ranken:
820 Piedra Vista Rd NE. Albuquerque, NM	1122 6^th Ave North Seattle WA	417 W 18^th, Suite 101 Edmond, OK

USA, 87123-1954	USA, 98109	USA 73013-3663
505 ###-###-#### ph	866 ###-###-#### ph	405 ###-###-#### ph
505 ###-###-#### fax		405 ###-###-#### fax

10. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada as applicable to contracts made and performed therein.

11. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same Assignment and will become effective when one or mare counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

12. This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.

IN WITNESS WHEREOF the parties have executed this Assignment as of the day and year first above written.

ASSIGNOR:	ASSIGNEE:
Brinx Resources Ltd.	Delta Oil & Gas Inc.
By: /s/ Leroy Halterman Authorized Signatory	By: /s/ Doug Bolen Authorized Signatory
Name: Leroy Halterman	Name: Doug Bolen
Title: President	Title: President