Filed by sedaredgar.com - Pengram Corp. - Exhibit 10.1






ASSIGNMENT AGREEMENT

THIS AGREEMENT made as of the 29th day of May, 2009.

BETWEEN:

PORTAL RESOURCES US
INC., of 
One East Liberty Street, Suite 424 
Reno, NV, 89504 

(hereinafter called the
“Assignor”)

OF THE FIRST PART

AND:

PORTAL RESOURCES LTD.,
of 
Suite 750 – 625 Howe Street, 
Vancouver, BC V6C 2T6 
Canada

(hereinafter called the
“Parent”)

OF THE SECOND PART

AND:

PENGRAM CORPORATION, of

1200 Dupont Street, Suite 2J 
Bellingham, WA 98225 
USA

(hereinafter called the
“Assignee”)

OF THE THIRD PART

WHEREAS:

A. By an agreement dated August 28, 2008, a copy of which is
attached as Schedule “A” (the “Option Agreement”) between Claremont
Nevada Mines LLC , Scoonover Exploration LLC and JR Exploration LLC
(collectively the “Vendors”) and the Assignor, the Vendors granted the
Assignor the option to acquire a 100% undivided interest in certain mineral
claims situated in the Eurka County, Esmeralda County and Mineral County, Nevada
known as the Golden Snow Project, the Fish Project and the CPG Project
(collectively the “Properties”) as more particularly described in the
Option Agreement;




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B. The Assignee wishes to acquire all of the Assignor’s right,
title and interest in the Option Agreement; and

C. The Assignor is a wholly-owned subsidiary of the Parent.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in
consideration of the sum of $1.00 paid by the Assignee to the Assignor, the
receipt of which is hereby acknowledged, the parties hereto agree as
follows:

ASSIGNMENT

1. The Assignor will assign to the Assignee, at Closing, all of
its right, title and interest in the Option Agreement and all benefits to be
derived therefrom.

CONSIDERATION

2. The consideration for the Assignor assigning to the Assignee
the Assignor’s interest in the Option Agreement shall be the issuance to the
Parent at Closing, of 150,000 fully paid and non-assessable common shares (the
“Shares”) in the capital of the Assignee as constituted on the date
hereof, free and clear of all liens, charges, adverse interests or restrictions
on resale other than pursuant to applicable securities laws.

ASSUMPTION OF OBLIGATIONS

3. Upon Closing, the Assignee agrees to be bound by the
provisions of the Option Agreement and to assume the obligations thereunder as
if it had originally executed the same.

ASSIGNOR’S REPRESENTATIONS AND WARRANTIES

4. The Assignor represents and warrants to and covenants with
the Assignee that:

	 	(a) 	
      the Assignor has full corporate power and capacity to
      enter into this Agreement and this Agreement has been validly authorized,
      executed and delivered by the Assignor;

	 	 	 
	 	(b) 	
      the entering into and the performance of this Agreement
      and the transactions contemplated herein will not result in the violation
      of any of the terms and provisions of the constating documents of the
      Assignor, any shareholders’ or directors’ resolutions, or of any
      indenture, other agreement, written or oral, to which the Assignor may be
      bound or to which it may be subject, or any judgment, decree, order, rule
      or regulation of any court or administrative body by which the Assignor is
      bound, or any statute or regulation applicable to the
  Assignor;







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	 	(c) 	
      the Assignor is the lawful owner of, has good legal and
      beneficial title to, and has the right to assign its interest in the
      Option Agreement;

	 	 	 
	 	(d) 	
      the Option Agreement is a valid and subsisting
      agreement;

	 	 	 
	 	(e) 	
      there have been no defaults or acts by the Assignor under
      the Option Agreement which have or would permit the Vendors to terminate
      the Option Agreement;

	 	 	 
	 	(f) 	
      to the best of the knowledge of the Assignor after due
      inquiry, the Properties are free and clear of all liens, charges, and
      encumbrances;

	 	 	 
	 	(g) 	
      to the best of the knowledge of the Assignor after due
      inquiry, the Vendors are, and on the exercise of the option in the Option
      Agreement, will be the beneficial owner of and have the right to dispose
      of and to give good marketable title to the Assignee, in and to the
      Properties, free and clear of all liens, charges and
  encumbrances;

	 	 	 
	 	(h) 	
      there is no litigation, proceeding or investigation
      pending or threatened against the Assignor or, to the best of the
      knowledge of the Assignor after due inquiry, the Vendors, the Option
      Agreement or the Properties, nor does the Assignor know, or have any
      grounds to know after due inquiry, of any basis for any litigation,
      proceeding or investigation which would affect the Option Agreement or the
      Properties;

	 	 	 
	 	(i) 	
      the Shares will be “restricted securities” within the
      meaning of the Securities Act and will be issued to the Assignor in
      accordance with Regulation S of the Securities Act. Any certificates
      representing the Shares will be endorsed with the following legend in
      accordance with Regulation S of the Securities Act:

	 	 	 
	 		
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND HAVE BEEN ISSUED IN
      RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES
      ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
      TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
      PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
      ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
      UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

	 	 	 
	 	(j) 	
      the Parent is not a “U.S. Person” as defined by
      Regulation S of the Securities Act and is not acquiring the Shares for the
      account or benefit of a U.S. Person;

	 	 	 
	 	(k) 	
      the Parent is acquiring the Shares for investment
      purposes, only, with no present intention of dividing its interest with
      others or reselling or otherwise disposing of any or all of the Shares;
      and







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	 	(l) 	
      the Parent was not in the United States at the time the
      offer to acquire the Shares was received.



REPRESENTATIONS AND WARRANTIES SURVIVE

5. The representations and warranties of the Assignor shall
survive the completion of the assignment of the Option Agreement. The Assignor
agrees to indemnify the Assignee against any loss or damage sustained by the
Assignee, directly or indirectly, by reason of a breach of any of the Assignor’s
warranties or representations. The Assignor acknowledges that the Assignee has
entered into this Agreement relying on such warranties and representations, and
no information which is now known or which may hereafter become known to the
Assignee or its officers, directors or professional advisors, will limit or
extinguish the right to indemnify hereunder.

ASSIGNEE’S REPRESENTATIONS AND WARRANTIES

6. The Assignee represents and warrants to and covenants with
the Assignor that:

	 	(a) 	
      the Assignee has full corporate power and capacity to
      enter into this Agreement and this Agreement has been validly authorized,
      executed and delivered by the Assignee;

	 	 	 
	 	(b) 	
      the entering into and the performance of this Agreement
      and the transactions contemplated herein will not result in the violation
      of any of the terms and provisions of the constating documents of the
      Assignee, any shareholders’ or directors’ resolutions, or of any
      indenture, other agreement, written or oral, to which the Assignee may be
      bound or to which it may be subject, or any judgment, decree, order, rule
      or regulation of any court or administrative body by which the Assignee is
      bound, or any statute or regulation applicable to the Assignee;

	 	 	 
	 	(c) 	
      there is no litigation, proceeding or investigation
      pending or threatened against the Assigne nor does the Assignee know, or
      have any grounds to know after due inquiry, of any basis for any
      litigation, proceeding or investigation which would affect the value of
      the Shares;

	 	 	 
	 	(d) 	
      upon their issuance, the Shares will be validly issued to
      the Assignor as fully paid and non-assessable shares in the capital of the
      Assignee, free and clear of all liens, charges, adverse interests or
      restrictions on resale other than pursuant to applicable securities
      laws;

	 	 	 
	 	(e) 	
      the Assignee is a "registrant" in the United States of
      America within the meaning of securities laws therein and is not in
      default of any applicable laws; and







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	 	(f) 	
      the common shares of the Assignee are quoted on the OTC
      Bulletin Board and are not listed or quoted on any other stock
      exchange.



CLOSING

7. Closing will take place on the fourth business day following
execution of this agreement.

Closing will be conditional on the representations set out in
paragraph 4 continuing to be true on Closing.

At the Closing the Assignor shall deliver to the Assignee a
document executed by the Vendors acknowledging the Assignment and confirming
that the Option Agreement is in good standing.

At the Closing the Assignee will deliver to the Parent the
certificate representing the Shares.

FURTHER ACTS

8. The parties shall do such further and other acts and execute
such further and other documents as may be necessary to carry out the true
intent and purposes of this Agreement fully and effectively.

NOTICE

9. Any notice required to be given under this Agreement shall
be in writing and addressed to the parties as hereinbefore set out and may be
delivered or faxed. Any notice given as aforesaid shall be deemed to have been
received, if delivered, when delivered or, if faxed, on the business day after
the date of faxing.




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ENUREMENT

10. This Agreement shall enure to the benefit of and be binding
upon the parties, their respective successors and assigns.

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

PORTAL RESOURCES US INC.

/s/ David Hottman
By Its Authorized
Signatory

PORTAL RESOURCES LTD.

/s/ David Hottman
By Its Authorized
Signatory

PENGRAM CORPORATION

/s/ Richard W. Donaldson
By Its Authorized
Signatory




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SCHEDULE ‘A’

Agreement dated August 28, 2008 among Portal Resources U.S. Inc.

Claremont Nevada Mines LLC , Scoonover Exploration LLC and JR Exploration
LLC