ex102.htm


    Ranken
Energy Corporation

    Suite 101
- 417 W. 18th
Street

    Edmond,
Oklahoma

    73013 –
3663

    


    August 7,
2009

    Mr.
Douglas Bolen, Chairman

    Delta Oil
& Gas Inc.

    604 – 700
West Pender Street

    Vancouver,
BC

    V6C
1G8

    


    Re: 
Letter Agreement, Ranken Energy Corporation. 2009 – 3 Drilling Program – Garvin
County, OK

     

    
      Dear
Doug,

       

      
        This
LETTER AGREEMENT shall set forth the terms and conditions for your participation
in the Ranken Energy Corporation (“REC”) 2009-3 Drilling Program, located in
Garvin County, Oklahoma.  Specifically, you agree to participate with
a 5.00% Working Interest, subject to the following:

         

        
          
            	
                    1.  

                  	
                     You
      agree to purchase an undivided 5.00% Working Interest in the 2009-3
      Drilling Program for a total Buy-in Cost of $37,775.00 ($755,500.00 x
      5.00%) which is your proportionate share.

                     

                  


          

          
            
              	
                      2.  

                    	
                      Your
      initial Buy-in Cost includes all leasehold, whether force pooled or leased
      in support of the initial test well as referred to in the trade summary
      sections in the 2009-3 Drilling Program technical brochure, geolgic
      expenses, brokerage costs, 3-D seismic usage, geophysical interpretations,
      and overhead.

                       

                    


            

            
              
                	
                        3.  

                      	
                        You
      agree to pay your Buy-in Cost upon execution of this LETTER
      AGREEMENT.  In addition, you agree to pay your share of the
      Estimated Costs to Casing Point within Three (3) business days of the
      receipt of an invoice, to be sent at a date prior to the SPUD date of each
      well for the following:

                         

                      


              

              
                Drilling:                 Coates
Prospect                                Coates
#1-18                               
 Garvin County, OK

                Freeman
Prospect                             Brewer
#1-20                                Garvin
County, OK

                Maness
Prospect                             
DeeAlli
#1-18                              
Garvin County, OK

                West McCarty
Pros.                        Waunice
#1-36                             Garvin
County, OK

                


                
                  	
                          4.  

                        	
                          You
      agree to participate in the Drilling Operations to casing point in the
      initial test well of each prospect as specified in Item #3 above, with
      your interest, bearing your proportionate share of a 20% carried Working
      Interest to casing point.  Your Before Casing Point Interest,
      “BCP”, shall be 6.25% and your After Casing Point Interest, “ACP”, shall
      be 5.00%.  This carried Working Interest shall only apply to the
      initial test well in each prospect in the 2009-3 DRILLING
      PROGRAM.

                        


                

                 

                

                  
                    
                       


                    

                    
                      - 1 -

                      
                        

                      

                    

                    
                       


                    

                  

                  
                    
                      	
                              5.  

                            	
                              Your
      NET Revenue Interest Lease, “NRI”, in the 2009-3 DRILLING PROGRAM shall
      be:

                            


                    

                    
                       

                      75% -
Coates Prospect

                      78% -
Freeman Prospect

                      75% -
Maness Prospect

                      78% -
West McCarty Prospect

                      


                      
                        	
                                6.  

                              	
                                You
      acknowledge and understand that the 2009-3 DRILLING PROGRAM required
      Forced Pooling under Oklahoma law and as such, the various Respondents
      have the right to participate in any well.  Should any
      Respondents elect to participate, then your participation interest may be
      proportionately reduced in the spacing unit.  Your drilling
      costs in the project will also be proportionately reduced
      respectively.  Such reduction, if applicable, does not affect
      your buy-in costs in the 2009-3 DRILLING PROGRAM.

                                 

                              


                      

                      
                        
                          	
                                  7.  

                                	
                                  Should
      you agree to participate in any completion attempt in any well drilled in
      the 2009-3 DRILLING PROGRAM, you agree to immediately forward your
      proportionate share of the Estimated Completion Costs, upon receipt of an
      invoice from Ranken Energy Corporation.

                                   

                                


                        

                        
                          
                            	
                                    8.  

                                  	
                                    You
      agree to become a signatory to the a mutually agreeable Joint Operating
      Agreement, “JOA”, consistent with industry standards
      (enclosed).

                                     

                                  


                          

                          
                            
                              	
                                      9.  

                                    	
                                      You
      acknowledge that you are a sophisticated & accredited investor and
      fully understand the inherent risks associated with oil & gas
      investing.  Further, you acknowledge that no Return on
      Investment or Rate of Return has been guaranteed or promised, and, in
      fact, accept the possibility that you could lose 100% of your investment
      in this program.

                                       

                                    


                            

                            
                              
                                	
                                        10.  

                                      	
                                        You
      further agree to complete the subscription agreement required by the
      Oklahoma Securities Commission (Enclosed), if applicable.

                                         

                                      


                              

                              
                                
                                  	
                                          11.  

                                        	
                                          RISK
      FACTORS – The undersigned understands and agrees that the Working
      Interests described in the Brochure are offered on a “Turn-Key” or similar
      basis.  Purchases of Working Interests will be required to pay
      for their proportionate share of all costs of drilling, completion, and
      operation of the Wells described in the Brochure on the financial basis as
      described in the Brochure.  The undersigned confirms that he/she
      has the financial capability of paying for his/her share of such costs of
      drilling, completing and operating the Wells and that such costs may
      exceed the initial costs set forth
herein.

                                        


                                

                                 

                                

                                  
                                    
                                       


                                    

                                    
                                      - 2 -

                                      
                                        

                                      

                                    

                                    
                                       


                                    

                                  


                                  


                                  
                                    Should
you agree with the terms and conditions expressed herein, please execute this
LETTER AGREEMENT in the space provided below.

                                     

                                    
                                      Sincerely,

                                       

                                      
                                        /s/
“Randolph L
Coy”                                                          


                                        Randolph
L. Coy

                                        President

                                        


                                        
                                          Agreed to
and accepted this 10th day
of August, 2009.

                                           

                                          


                                          
                                            WI
Owner:  Delta Oil & Gas
Inc                                                                           Signature:  /s/  “D
Bolen”                                           


                                             

                                            
                                              By:  
Douglas Bolen,
President                                                                            
Date:  10 August 2009

                                              
                                                


                                                
                                                  


                                                  
                                                    


                                                    

                                                      
                                                        
                                                           


                                                        

                                                        
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