Assignment Agreement between Delta Oil & Gas, Inc. and 0743608 B.C. Ltd

THIS AGREEMENT is made effective as of this 21 st day of February, 2006

BETWEEN:

 

0743608 B.C. Ltd., a corporation incorporated in the

Province of British Columbia, having a business office in the City of

Kelowna, British Columbia, Canada

(the “Assignor”)

DELTA OIL & GAS, INC., a corporation incorporated in the State of Colorado, having a business office in the City of Seattle, Washington, USA

(the “Assignee”)

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

B.

Griffin & Griffin Exploration L.L.C. (“Griffin”) is the owner or will become the owner of the oil, gas and mineral leases covering certain prospects and will drill on each a prospect well (“Program Well”) to a depth sufficient to test the Frio Sands identified as prospectively productive of oil and/or gas (the “Drilling Program”).

C.	On or about December 21, 2005, the Assignor entered into a Drilling Program Agreement with Griffin & Griffin Exploration, L.L.C. (“Griffin”) (the “Drilling Program Agreement”) to purchase from Griffin a ten percent (10%) gross working interest and revenue interest in the Drilling Program; and

D.	Upon the terms and subject to the conditions set forth in this agreement, with the consent of Griffin, the Assignor has agreed to assign and the Assignee has agreed to accept an assignment of the Drilling Program Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree each with the other as follows:

1. The Assignor hereby assigns, transfers and sets over to the Assignee all rights, title, interest and benefits held by or granted to the Assignor in and to the Drilling Program Agreement dated December 21, 2005 between the Assignor and Griffin, a complete copy of which is attached hereto as Exhibit “A”.

 

 

 

2. The Assignee hereby agrees to pay to the Assignor the sum of Four Hundred and Twenty-Five Thousand ($425,000) Dollars in United States funds on or before the fourteenth day following the date of this Agreement, failing which, this Agreement and the Assignment(s) contained herein shall be null and void, unless otherwise agreed to in writing by the parties.

3. The Assignor warrants and represents that as of the date of this Assignment Agreement, the Drilling Program Agreement is in full force and effect, without modification or amendment, that it has the full right and authority to transfer said agreement and that the rights transferred herein are free of lien, encumbrance or adverse claim.

4. The Assignee hereby assumes and agrees to perform all obligations of the Assignor under the Drilling Program Agreement and guarantees to hold the Assignor harmless from any claim or demand, of any kind made hereunder.

5. This Assignment 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 Assignment.

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

8. This Assignment and the Exhibit 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 Assignment.

9. All notices and other communications required or permitted under this Assignment 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 Griffin:
5774 Deadpine Drive.	1122 6th Avenue N.	LeFleur’s Gallery
Kelowna, British Columbia	Seattle, Washington,	P.O. Box 12274
Canada, V1P 1A3	USA, 98109	Jackson, MS, 39236

 

 

 

 

250 ###-###-#### ph	604 ###-###-#### ph	601 ###-###-#### fax
250 ###-###-#### fax	604 ###-###-#### fax

   

10. This Assignment 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 Assignment 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.

13. The Exhibit is attached to this Assignment and is incorporated herein.

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

 

 

ASSIGNOR:	ASSIGNEE:
0743608 B.C. LTD.:	DELTA OIL & GAS, INC.
Per:         /s/ Chris Bunka	Per:       /s/ Douglas Bolen
Authorized Signatory	Authorized Signatory
Name:     Chris Bunka	Name:   Douglas N. Bolen
Title:       President	Title:     President

    

   I will also endeavor to obtain a simple cover letter from Griffen granting their consent in writing, which I’ve already received informally via email.