ex1012.htm


    


    


    


    


    


    


    


    


    


    


    


    EXPLORATION
AGREEMENT

    


    by
and between

    


    BARRY
LASKER

    


    and

    


    DELTA
OIL & GAS, INC.

    


    


    


    


    


    Carrera Prospect

    Newton
County, Texas

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Effective
Date:  March 27, 2009

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXPLORATION
AGREEMENT

    


    This Exploration Agreement (this
“Agreement”) is made effective as of March 27, 2009 (“Effective Date”), between
Barry Lasker (“Lasker”), an individual whose address is One Riverway, Suite 610,
Houston, Texas 77056, USA, and Delta Oil & Gas Inc. (“Delta”), a Colorado
corporation whose address is 144 4th
Avenue S.W., Suite 2600, Calgary, Alberta T2P 3N4, Canada.  Lasker and
Delta are sometimes referred to collectively as “the Parties” and singularly as
“a Party”).

    


    WHEREAS, Lasker will acquire
certain oil and gas leases (“Leases”) in the Carrera Prospect, Newton County
Texas, within the area described on the map attached hereto as Exhibit A (the
“Prospect”), and perform additional tasks set forth herein; and

    


    WHEREAS, Delta is seeking to
obtain a working interest in the Leases and operate and participate in oil and
gas exploration and production on the Prospect as set forth herein;
and

    


    WHEREAS, the Parties want to
set forth their respective rights and responsibilities with respect to the
acquisition of the Leases, the identification of drilling locations, the
drilling and completion of up to three oil and gas wells and the allocation of
costs and revenues between the Parties.

    


    NOW, THEREFORE, in
consideration of the mutual rights and obligations provided herein, the Parties
hereby agree as follows:


    


    
      	
              1.

            	
              Delta
      has paid the sum of U.S.$100,000 into an account to be held in trust for
      Lasker in accordance with the terms of this Agreement.  Portion
      of such funds shall be released to Lasker upon notice from him that he has
      completed negotiation for the acquisition of a Lease or
      Leases.  Such notice shall set forth the amount of bonus
      necessary to pay the lessor, upon execution of the Lease, and the
      applicable amount will be released from the account to Lasker, who will
      finalize arrangements to acquire the Lease(s).  Included in the
      sum of U.S.$100,000 is a one-time prospect generation fee in the amount of
      U.S.$20,000 payable to Lasker.  The remaining U.S.$80,000 is
      intended for purchase of the Leases and necessary surface
      leases.  The cost of the bonuses for the Leases and payment for
      surface leases may exceed U.S.$80,000, in which event Delta shall pay
      Lasker within 7 days of receipt of notice from Lasker setting forth the
      amount of money needed to acquire additional Leases or surface
      leases.

            


    

     

    
      	
              2.

            	
              Lasker
      will negotiate the acquisition of the Leases and any necessary surface
      leases and is authorized to expend up to U.S.$300.00 per acre as a
      signature bonus and offer royalties up to and including 25%, resulting in
      a net revenue interest of not less than 75%.  In the event the
      price per acre or royalty for any Lease exceeds the amount stated in the
      preceding sentence, Lasker will give Delta 72 hours notice, inclusive of
      Saturday, Sundays and holidays, in order to approve the additional bonus
      amount or additional royalty burden.  If Delta chooses not to
      pay the additional bonus or additional royalty for any Lease, then Lasker
      may, at his sole option, acquire such Lease for his own
      account.  

            


    

     

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

    
 

    
      	
              3.  

            	
              Upon
      acquisition of the Leases, Lasker shall promptly investigate the status of
      the existing pipeline(s) in the area.  If the tie-in costs to an
      existing pipeline render development of the Prospect uneconomical, Delta,
      in its sole discretion, may require Lasker to reimburse Delta the amount
      of money paid by Delta for Lease acquisition in the Carrera Prospect up to
      that time.  If Delta opts for Lasker to make such repayment and
      if any of the $80,000 intended for Lease acquisition still remains in the
      trust account, such amount shall be released to Delta within 7 days
      following notice from Delta of its intent not to
      proceed.  Lasker shall have six months to return any portion of
      the Lease acquisition costs which he has already expended on Lease
      acquisition in the Carrera Prospect.  Except for the obligation
      of repayment to Delta, this Agreement shall terminate when Delta gives
      notice to Lasker of its intent not to proceed and Delta shall have no
      continuing rights in the Prospect.  If Delta elects not to
      proceed because of the economics of pipeline tie-in, Lasker may, at his
      sole option, proceed with the development of the Prospect without
      Delta.   Lasker shall be entitled to retain the $20,000
      prospect generation fee regardless of whether Delta decides to proceed
      with this Agreement pursuant to this Section
3.

            


    

    


    
      	
              4.

            	
              Delta
      shall pay 100% of the costs to acquire the Leases and 100% of the costs to
      drill and complete up to three wells (“Target Wells”) through the pipeline
      connection.  Drilling costs shall include geological
      interpretation of data, drilling costs, site preparation costs,
      infrastructure, roads, environmental impact studies, permits, remediation
      work and all other costs directly or indirectly associated with
      exploration, development, acquisition and finding costs relating to the
      Target Wells. Completion costs include all pipeline costs and tie-in costs
      to the point of sale. Acquisition costs, drilling costs and completion
      costs are 100% recoverable by Delta from the proceeds of production from
      the well to which costs are attributable. The actual acquisition, drilling
      and completion costs for the first Target Well will be recovered by Delta
      from 90% of the proceeds of production from such well and the actual
      acquisition, drilling and completion costs for the second and third Target
      Wells, if drilled, will be recovered by Delta from 80% of the proceeds of
      production from the second and third well, respectively, until each of
      such Target Wells reaches payout of these amounts.  Payout shall
      be defined as the recoupment of 100% of all actual costs paid by Delta for
      Lease acquisition, drilling and completion, payable out of production from
      the Target Well to which the costs relate.  Costs are not cumulative
      to be subject to a “basket” payout from  all Target
      Wells.

            


    

    


    
      	
              5. 

            	
              The
      pro rata working interest of each of the Parties in subsequent wells to be
      drilled on the Prospect after the Target Wells shall be mutually agreed by
      the Parties.

            


    

    


    
      	
              6.  

            	
              All
      existing third party 3D seismic data and mapping shall be provided to
      Delta subject to the provisions of any agreements between Lasker and third
      parties, without further costs to Delta unless additional costs are
      pre-approved by Delta.

            


    

     

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

    
 

    
      	
              7.  

            	
              Lasker
      shall perform the initial interpretations and work-ups and shall prepare
      the drilling program, including selecting total well depths and locations
      for the Target Wells.  Lasker shall charge and Delta shall pay
      standard industry rates for such interpretations and work-ups and where
      required shall contract with engineering consultants to prepare the
      drilling program. Delta shall be invoiced and pay the amount of the
      invoice for any work by such consultants.  Invoices shall be
      paid by Delta within 10 days following receipt of the invoice. These costs
      shall be included in payout for the Target well. Such materials and
      assessments will be provided to Delta without any representation
      whatsoever by Lasker as to their accuracy and without any suggestion
      whatsoever that Delta rely on such materials and assessments in any
      way.

            


    

    


    
      	
              8.  

            	
              Delta
      shall use best faith efforts to become bonded as an Operator in the State
      of Texas and it shall also qualify to do business in the State of Texas,
      both within 180 days following receipt of notice from Lasker that
      acquisition of the Leases is complete.  Delta and Lasker shall
      negotiate in good faith and sign an Operating Agreement in a form similar
      to the AAPL 610 Operating Agreement (1989) prior to commencement of
      operations. Delta shall be named as the Operator under the Operating
      Agreement.

            


    

    


    
      	
              9.

            	
              Lasker
      will secure leases in his name or that of a third party lease
      broker.  All of the interest in the Leases will be assigned to
      Delta with no representations or warranties, express or implied, with
      respect to the ownership of the Leasehold mineral interest except to
      claims made by, through and under Lasker, as assignor, but not
      otherwise.   Delta will provide Lasker with monthly reports
      on the payout status of each of the Target Wells.   Lasker
      will have a 10% carried interest in the first Target Well and a 20%
      carried interest in the second and third Target Wells until payout in each
      of the wells, as defined above.  Lasker’s 10% carried interest
      will convert to a 50% working interest in the first Target Well upon
      payout.  Lasker’s 20% carried interest in the second and third
      Target Wells shall convert to a 40% working interest upon
      payout.

            


    

    


    
      	
              10.

            	
              Lasker
      may market and divest any portion of his carried interest or working
      interest in the Prospect to third parties at any
  time.

            


    

    


    
      	
              11

            	
              It
      is expressly provided that there is an Area of Mutual Interest between the
      Parties hereto. Such Area of Mutual Interest is more particularly
      described in Exhibit A and the Area of Mutual Interest provision is more
      particularly described in the Operating Agreement. The term of the Area of
      Mutual Interest shall be three years commencing at the Effective
      Date.

            


    

    


    
      	
              12.

            	
              Delta
      hereby commits to the drilling of an initial test well (“Test Well”) at a
      location within the Prospect selected by Lasker and agreed by
      Delta.  Such Test Well must be commenced within one year from
      the Effective Date.  Delta shall drill the Test Well to a depth
      sufficient to adequately test to the base of the stratigraphic equivalent
      of the Nodosaria sand encountered in the GHP Donner #1 well at a depth of
      7,460 feet, and thereafter shall complete the Test Well as a well capable
      of producing oil and/or gas in paying quantities or plug and abandon same
      as a dry hole. The second and third Target Wells to be drilled on the
      Prospect pursuant to this Agreement shall be at the option of Delta
      following its review of results of the Test Well.  If Delta
      elects not to proceed with the drilling of the second and/or third Target
      Wells, then Delta shall release all Leasehold acreage that is not held by
      production from a producing well which it has drilled pursuant to this
      Agreement.

            


    

     

     

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

    
 

    
      	
              13.

            	
              The
      following administrative provisions shall apply to this
      Agreement:

            


    

    


    
      	
               
      

            	
              a.

            	
              Relationship of the
      Parties.  This Agreement is not intended to create and
      will not be construed as creating any type of partnership, joint venture,
      association or other relationship where either Party will become liable
      for the acts or obligations to the other Party.  The liability
      of the Parties hereto shall be several not joint or collective and shall
      be based on the pro rata working interest of the Party.  Lasker
      shall have no liability nor make any payment for operations on the Target
      Wells until payout for each respective Target
  Well.

            


    

    


    
      	
               
      

            	
              Each
      of the Parties hereto elects, under the authority of Section 761(a) of the
      Internal Revenue Code of 1986, to be excluded from the application of all
      of the Provisions of Subchapter K of Chapter 1 of Subtitle A of the
      Internal Revenue Code of 1986, as amended.  If the income tax
      laws of the states in which the property covered hereby is located
      contain, or may hereafter contain, provisions similar to those contained
      in the Subchapter of the Internal Revenue Code of 1986 referred to above,
      under which a similar election is permitted, each of the Parties agrees
      that such election shall be exercised.  If applicable, Delta is
      hereby authorized to execute and file on behalf of both Parties hereto
      such elections with the appropriate governmental
      agencies.  Should there be any requirement that any Party give
      further evidence of this election, each Party shall execute such documents
      and furnish such other evidence as may be required by the Internal Revenue
      Service or as may be necessary to evidence this
  election.

            


    

    


    
      	
               
      

            	
              b.

            	
              Entire
      Agreement.  This Agreement including its exhibits
      represents the final and entire agreement by and between the Parties with
      respect to its subject matter and, when executed, supersedes all prior
      discussions and prior agreements relating to such subject
      matter.

            


    

    


    
      	
               
      

            	
              c.

            	
              Assignment.  This
      Agreement shall not be assigned by either Party without the prior written
      consent of the other Party, which shall not be unreasonably or untimely
      withheld.

            


    

    


    
      	
               
      

            	
              d.

            	
              Dispute
      Resolution.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Governing Law.
      THIS AGREEMENT SHALL BE
      GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
      TEXAS, WITHOUT REGARD TO ANY CONFLICT OF LAWS RULES THAT WOULD DIRECT
      APPLICATION OF THE LAWS OF ANOTHER
  JURISDICTION.

            


    

     

     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              (ii)

            	
              Arbitration.  Any
      and all claims, demands, causes of action, disputes, controversies and
      other matters in question arising out of or relating to this Agreement,
      including any question regarding its breach, existence, validity or
      termination, which the Parties do not resolve amicably, shall be resolved
      by one arbitrator  in accordance with the Commercial Arbitration
      Rules of the American Arbitration Association.  The place of
      arbitration shall be Houston, Texas.  The resulting arbitral
      award shall be final and binding, and judgment upon such award may be
      entered in any court having jurisdiction.  A dispute shall be
      deemed to have arisen when either Party notifies the other Party in
      writing to that effect.  Any monetary award issued by the
      arbitrator shall be payable in United States Dollars.  The
      arbitrator shall have no authority to award special, indirect,
      consequential, exemplary or punitive damages under this
      Agreement.

            


    

    


    
      	
               
      

            	
              e.

            	
              Severability.  If
      any provision of this Agreement is for any reason held to be in violation
      of any applicable law, governmental rule or regulation, or if the
      provision is held to be unenforceable, then such provision shall be deemed
      null and void. All other provisions of this Agreement shall remain in full
      force and effect.

            


    

    


    
      	
               
      

            	
              f.

            	
              Binding
      Effect.  This Agreement shall be binding upon and inure
      to the benefit of the Parties and their respective heirs, legal
      representatives, successors and permitted
  assigns.

            


    

    


    
      	
               
      

            	
              g.

            	
              Modifications and
      Amendments. This Agreement shall not be modified or amended except
      by a written document executed by an authorized representative of both
      Parties hereto.

            


    

    


    
      	
               
      

            	
              h.

            	
              News Releases and
      Public Announcement.  Neither Party shall issue any news
      release or make any public announcement relating to the subject matter of
      this Agreement nor disclose the terms of this Agreement without the prior
      written approval of the other Party, which approval shall not be
      unreasonably or untimely withheld; provided, however, that such prior
      approval shall not be required in the event that a Party is compelled to
      issue a release or announcement by applicable securities laws or
      requirements of any Stock Exchange, but in such event the affected Party
      shall use its reasonable efforts to give the other Party at least
      forty-eight (48) hours advance notice of the content of such
      release.

            


    

    


    
      	
               
      

            	
              i.

            	
              Conflicts. If a provision in
      the body of this Agreement is in conflict with a provision in an exhibit
      hereto, the provision in the body of this Agreement shall
      prevail.  In the event of a conflict/inconsistency between the
      terms and provisions of this Agreement and the terms and provisions of the
      Operating Agreement, this Agreement shall
  prevail.

            


    

     

    
      	
               
      

            	
              j.

            	
              No Consequential
      Damages.
      NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT
      SHALL ONE PARTY BE LIABLE TO THE OTHER PARTY FOR ANY EXEMPLARY, PUNITIVE,
      SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES, EVEN IF
      CAUSED BY THE SOLE, JOINT, AND/OR CONCURRENT NEGLIGENCE, STRICT LIABILITY,
      OR OTHER FAULT OF A PARTY.

            


    

     

     

    
      
        
        

      

      
        - 6
-

        
          

        

      

      
        
        

      

    

    

      
         

        
          	
                   
      

                	
                  k.

                	
                  No Third Party
      Beneficiaries. Nothing in this Agreement, expressed or implied,
      shall give or be construed to give any person, other than the Parties and
      their heirs, legal representative, successors and permitted assigns, any
      legal or equitable right, remedy or claim under or in respect to this
      Agreement, except as specifically provided
  herein.

                


        

         

      

      
        	
                 
      

              	
                l.

              	
                Warranties and
      Representations. Lasker makes no
      warranty, either express or implied, with respect to ownership of the
      Leasehold mineral estate except to claims made by, through and under
      Lasker, but not otherwise.

              


      

      


      Delta
warrants that it is duly organized and validly existing under the laws of the
jurisdiction where it is organized.  Delta has all requisite corporate
power and authority to enter into this Agreement, to perform its obligations
hereunder, and to consummate the transactions contemplated hereby.

      


      Delta and
Lasker each warrant that this Agreement has been duly executed and delivered by
them and this Agreement constitutes a legal, valid and binding obligation of
each Party, enforceable against each Party in accordance with its
terms.

      


      Delta
represents that it has sufficient cash, available lines of credit or other
sources of immediately available funds to enable it to fulfill all of its
obligations under this Agreement and the Operating Agreement. Delta represents
that it has the technical capability, personnel and resources to fulfill its
obligations under this Agreement and the Operating Agreement.

      


      
        	
                 
      

              	
                m.

              	
                Time is of the
      Essence.  The Parties hereto stipulate and agree that
      time is of the essence in the performance of all terms, duties, and
      obligation and provisions of this
Agreement.

              


      

      


      
        	
                 
      

              	
                n.

              	
                Expenses.  Delta
      and Lasker shall be responsible for their respective expenses in
      connection with the performance of the provisions of this
      Agreement.

              


      

      


      
        	
                 
      

              	
                o.

              	
                Counterpart
      Execution.  This Agreement may be executed in two
      counterparts and each such counterpart shall be deemed an original
      agreement for all purposes; provided that neither Party shall be bound to
      this Agreement unless and until both Parties have executed a
      counterpart.  If this document is transmitted by facsimile
      machine, it shall be treated for all purposes as an original
      document.  The signature of any Party on this document
      transmitted by way of a facsimile machine shall be considered for all
      purposes as an original signature and shall have the same binding legal
      effect as an original signature on an original
  document.

              


      

       

       

      
        
          
          

        

        
          - 7
-

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 
      

              	
                p.

              	
                Waiver.

              


      

      
        	
                 
      

              	
                No
      waiver by either Party of any one or more defaults by the other Party in
      the performance of any provision of this Agreement shall operate or be
      construed as a waiver of any future default or defaults by the same Party
      whether of a like or of a different character. Except as expressly
      provided in this Agreement, no Party shall be deemed to have waived,
      released or modified any of its right under this Agreement unless such
      Party has expressly stated, in writing, that it does waive, release or
      modify such right.

              


      

       

      
        	
                 
      

              	
                q.

              	
                Joint
      Preparation.

              


      

      
        	
                 
      

              	
                Each
      provision of this Agreement shall be construed as though both Parties
      participated equally in the drafting of the same. Consequently, the
      Parties acknowledge and agree that any rule of construction that a
      document is to be construed against the drafting Party shall not be
      applicable to this Agreement.

              


      

       

      
        
          	
                   
      

                	
                  r.

                	
                  Notices.

                


        

        
          	
                   
      

                	
                  
                    All
      notices authorized or required between the Parties by any of the
      provisions of this Agreement shall be in writing and delivered in person
      or by courier service or by any electronic means of transmitting written
      communications which provides written confirmation of complete
      transmission, and properly addressed to the other Party.  Verbal
      communication does not constitute notice for purposes of this
      Agreement.  A notice given under any provision of this Agreement
      shall be deemed delivered only when received by the Party to whom such
      notice is directed, and the time for such Party to deliver any notice in
      response to such originating notice shall run from the date the
      originating notice is received.  “Received” for purposes of this
      Article shall mean actual delivery of the notice to the address of the
      Party specified hereunder.

                  

                


        

         

      

                
IN WITNESS WHEREOF, each Party has executed this Agreement, to become binding on
the Parties effective as of the Effective Date.

    

    


    Barry
Lasker

    


    


    /s/  Barry
Lasker                                          


     

    Delta Oil
& Gas, Inc.


    


    


    /s/
Douglas N.
Bolen                                     


    Douglas
N. Bolen,

    Chief
Executive Officer

     


    
      
         


      

      
        - 8
-