ex1013.htm


    ASSIGNMENT AND ASSUMPTION
AGREEMENT

     

    THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (this "Agreement"), dated as of December 8, 2009, is between Delta Oil
& Gas, Inc., a Colorado corporation, ( the "Assignor"), and Hillcrest
Resources Ltd., a British Columbia, Canada corporation (the
"Assignee").

     

    RECITALS

    


    
      	
              A.  

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

            


    

    


    
      	
              B.  

            	
              Subject
      to certain carried working interest partners (“CWIP”) and certain Royalty
      burdens, Assignor holds a one hundred (100%) interest in certain land
      leases known as the Donner Prospect in Newton County, Texas, (the “Working
      Interest”) as set forth in: the leases and assignments attached hereto as
      Exhibit A and which forms part of this Agreement (collectively the
      “Leases”);

            


    

    


    
      	
              C.  

            	
              Assignor
      desires to assign to Assignee 60% of its Working Interest to Assignee (the
      “Assignment”);

            


    

    


    
      	
              D.  

            	
              For
      purposes of this Agreement, the term “60% Working Interest” is defined as
      set forth in this Letter Agreement, including the right to participate at
      a 60% working interest in all future wells drilled on a total of
      approximately 243.81 acres as represented by the Leases and also includes
      the right to participate in any Areas of Mutual Interest (“AMI”) that may
      be acquired by the Assignor; and

            


    

    


    
      	
              E.  

            	
              Assignee
      desires to accept the 60% 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 60% Working Interest, to have and to hold the
same unto Assignee, her heirs, devisees, assigns and personal representatives
forever.

    


    2. Assignee
hereby accepts the 60% 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 60% 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 One Hundred and Eleven
Thousand, Two Hundred and Sixty-Five Dollars and Fifty Three Cents ($111,265.53
in immediately available United States funds for the 60% Working Interest upon
signing this Agreement, failing which, this Agreement and the Assignment(s)
contained herein shall be null and void.

     

     

    
      
        
        

      

      
        Page
1

        
          

        

      

      
        
        

      

    

    
 

    4. Assignor
and Assignee hereby agree that each shall be responsible for their proportionate
shares of all costs, on a going forward basis, associated with the development
of the AMI and shall receive their proportionate share of net revenues from any
successful wells, as set out in the table attached hereto as Exhibit B which
forms part of this Agreement.

    


    5. Assignor
and Assignee hereby agree to become signatories to a mutually
agreeable  Joint Operating Agreement consistent with industry
standards in respect of the development of the AMI setting out, among other
things, operatorship and the parties’ respect percentage ownership within 5
business days of entering into this Agreement, a copy of which will be attached
hereto as Exhibit C and will form part of this Agreement.

    


    6. Assignor
and Assignee hereby agree to pay all invoiced and or AFE costs within 5 business
days of receipt of an invoice and/or AFE for the same.

    


    7. The
Assignor warrants and represents that as of the date of this Assignment
Agreement that the Leases 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 Leases and that the rights transferred herein are free
of lien, encumbrance or adverse claim.

    


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

    


    9. 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.

    


    10. RISK
FACTORS.  The undersigned understands and agrees that the Working
Interest described herein is not offered on a “turn-key” or similar fixed cost
basis.  Assignees of Working Interests will be required to pay for
their proportionate share of all costs of Leases, drilling, completion and
operation of the wells as described herein.  The undersigned confirms
that it has the financial capability of paying for its share of each such costs
of Leases, drilling, completing and operating the wells and that such costs may
exceed the estimated costs, if any.

    


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

    


    12. 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.

     

     

    
      
        
        

      

      
        Page
2

        
          

        

      

      
        
        

      

    

    
 

    13. 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:

            
	 
      	 
      
	
              Delta
      Oil & Gas, Inc.

            	
              Hillcrest
      Resources Ltd.

            
	
              #604-700
      W. Pender St.

            	
              #303-750
      W. Pender St.

            
	
              Vancouver,
      BC, V6C 1G8

            	
              Vancouver,
      B.C.

            
	
              Ph:  604.602.1500

            	
              Ph:
      604.488.1514

            
	
              Fax:
      604.602.1650

            	
              Fax:  604.844.7572

            


    

    


    14. 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.

    


    15. 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.

    


    16. 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:

            
	 
      	 
      
	
              Delta
      Oil & Gas, Inc.

            	
              Hillcrest
      Resources Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              By:
      /s/
      Christopher
      Paton-Gay                   
      

            	
              By:
      /s/ Don
      Gee                                         
      

            
	
              Authorized
      Signatory

            	
              Authorized
      Signatory

            
	 
      	 
      
	
              Name:   Christopher
      Paton-Gay

            	
              Name:   
      Don Gee

            
	
              Title:    
      CEO

            	
              Title:     
      President

            


    

     

     

    
      
        
        

      

      
        Page
3

        
          

        

      

      
        
        

      

    

    
 

    Exhibit
A

    


    Leases &
Assignments

    


    


    ATTACHED
TO AND MADE A PART OF THAT CERTAIN ASSIGNMENT OF OIL, GAS AND LIQUID HYDROCABON
LEASES DATED FEBRUARY 1, 2010, FROM DELTA OIL & GAS, INC., AS
ASSIGNOR, TO HILLCREST
RESOURCES, LTD., AS ASSIGNEE, AS TO A SIXTY (60%) PERCENT INTEREST IN THE
FOLLOWING OIL, GAS & LIQUID HYDROCARBON LEASES COVERING 243.81 ACRES, MORE
OR LESS, OUT OF THE GEORGE BURGIN SURVEY, A-49, NEWTON COUNTY, TEXAS,
TO-WIT:

    


    
      	
              1.

            	
              Oil,
      Gas & Liquid Hydrocarbon Lease dated March 26, 2009, by and between,
      Donner Properties, as Lessor, and Barry Lasker, as Lessee, a Memorandum of
      which is recorded in Book 578, Page 799 of the Official Public Records of
      Newton County, Texas; and

            


    

    


    
      	
              2.

            	
              Oil,
      Gas & Liquid Hydrocarbon Lease dated March 26, 2009, by and between
      James L. Negley and George L. Winter, Trustee of The George L. Winter
      Revocable Trust, as Lessor, and Barry Lasker, as Lessee, a Memorandum of
      which is recorded in Book 578, Page 801 of the Official Public Records of
      Newton County, Texas.

            


    

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    Exhibit
B

    


    Cost Allocation and Net
Revenue Interests

    


    COST
ALLOCATION

    


    
      	 
      	
              Leases1

            	
              Drilling2

            	
              Completion3

            	
              Operating

            
	
              Well
      #1

            	 
      	 
      	 
      	 
      
	
              DELTA

            	
              40%

            	
              40%

            	
              40%

            	
              40%

            
	
              HILLCREST

            	
              60%

            	
              60%

            	
              60%

            	
              60%

            
	
              CWIP

            	
              0

            	
              0

            	
              0

            	
              0

            
	
              Well
      #2

            	 
      	 
      	 
      	 
      
	
              DELTA

            	
              40%

            	
              40%

            	
              40%

            	
              40%

            
	
              HILLCREST

            	
              60%

            	
              60%

            	
              60%

            	
              60%

            
	
              CWIP

            	
              0

            	
              0

            	
              0

            	
              0

            
	
              Well
      #3

            	 
      	 
      	 
      	 
      
	
              DELTA

            	
              40%

            	
              40%

            	
              40%

            	
              40%

            
	
              HILLCREST

            	
              60%

            	
              60%

            	
              60%

            	
              60%

            
	
              CWIP

            	
              0

            	
              0

            	
              0

            	
              0

            


    

    


    
      Subsequent
Wells – each of Delta, Hillcrest and CWIP shall negotiate their levels of
participation and shall pay their pro rata share of the costs. 

        
          

        

      

    

    


    NOTES:

    
      	
              1.  

            	
              Leases
      includes Subsurface and Surface leases and land and legal
      costs.

            


    

    
      	
              2.  

            	
              Drilling
      Costs shall include all subsurface and surface Leases, site preparation
      costs, infrastructure, roads, environmental impact studies, permits, and
      remediation work.

            


    

    
      	
              3.  

            	
              Completion
      Costs includes all pipeline costs, tie-in costs to the point of
      sale.

            


    

    
      	
              4.  

            	
              Existing
      3D seismic and mapping shall be included without further
      costs.

            


    

     

    NET REVENUE
DISTRIBUTION1

     

    
      	 
      	
              BPO

            	
              APO

            
	
              Well
      #1

            	 
      	 
      
	
              DELTA

            	
              36%

            	
              20%

            
	
              HILLCREST

            	
              54%

            	
              30%

            
	
              CWIP

            	
              10%

            	
              50%

            
	
              Well
      #2

            	 
      	 
      
	
              DELTA

            	
              36%

            	
              24%

            
	
              HILLCREST

            	
              54%

            	
              36%

            
	
              CWIP

            	
              10%

            	
              40%

            
	
              Well
      #3

            	 
      	 
      
	
              DELTA

            	
              36%

            	
              28%

            
	
              HILCREST

            	
              54%

            	
              42%

            
	
              CWIP

            	
              10%

            	
              30%

            


    

    


    
      
        	
                Subsequent
      Wells:

              	
                Each
      party shall receive net revenues in the same percentage of their
      participation both BPO and
APO

              


      

    

    
      
        

      

    

    Notes:           1.           Net
Revenue is determined after deducting any and all Royalties and
expenses.