November 26, 2004 DELTA OIL & GAS INC. 98109 USA Re: Participation Proposal Todd Creek Property, Alberta
November 26, 2004
DELTA OIL & GAS INC.
0000 - 0 Xxx. N Seattle, Washington
98109 USA
Re: Participation Proposal
Xxxx Creek Property, Alberta
______________________________________________________________
Whereas Win Energy Corporation (“Win”) has acquired a land position in the above noted property and whereas Delta Oil & Gas Inc. (“Delta”) has expressed an interest in participating with Win in future operations in its Xxxx Property, the following proposal is submitted for review and consideration:
1. Win currently owns a 100% working interest in the lands and leases described as the “Purchase Lands” in Schedule “A” attached hereto. In addition Win
controls the lands described as the “Option Lands” in Schedule “A”
2. Delta shall pay the sum of five hundred ninety seven thousand two hundred and sixty three ($597,263 US) dollars (US Funds) (hereinafter referred to as
the “Purchase Price”) to Win to acquire 20% of Win’s interest in the Purchase Lands subject only to the encumbrances shown in Schedule “A”.
3. The Purchase Price shall be payable to Win in the form of a certified cheque and shall be payable and received by Win on or before December 31,
2004.
4. Upon receipt of the Purchase Price from Delta by Win, Win shall prepare and circulate for execution by Delta a Joint Operating Agreement incorporating
the 1981 Operating Procedure together with the 1996 PASC Accounting Procedure utilizing standard rates, elections and amendments. The Joint
Operating Agreement shall govern all operations on the Purchase Lands between the parties hereto. The parties hereto agree in advance that the 1981
Operating
Win Energy Corporation
Suite 000, 000 - 0xx Xxxxxx X.X. Calgary, Alberta, T2P 1G7
Bus: (000) 000-0000 - Fax (000) 000-0000
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Procedure shall utilize elective 2401 (B) establishing a right of first refusal on subsequent dispositions by the parties hereto.
5. Win shall be named Initial Operator under the Joint Operating Agreement and shall conduct all operations with respect to the Purchase Lands in
accordance therewith.
6. Delta shall have an option exercisable in writing to acquire a 15% working interest in the Option Lands on the following terms and conditions:
a) In the event Win proposes the drilling of a well on the Option Lands, Delta shall have the option to participate in the drilling of the well by paying
20% of the cost to drill, complete, cap or abandon the well. Upon completion or abandonment, Delta shall have earned a 15% interest in the
section on which the well was drilled as well as 1 additional section of Option Lands selected by Win.
b) The election of Delta to participate in the drilling of a well under this clause shall be in writing within fifteen days of receipt of a notice by Win of its
intent to drill on the Option Lands.
c) This option shall terminate on December 31, 2006.
d) Failure of Delta to respond to a notice provided pursuant to clause 6 (b) shall be deemed an election not to participate in the proposed well and its
right to earn an interest in the two sections listed in the Notice shall terminate.
e) Delta acknowledges that the Option Lands are subject to a third party agreement and agree to be bound by the terms thereof as if named a party
thereto.
7. The Effective Date of this transaction shall be the date on which Win has received the Purchase Price.
8. The Purchase Lands include a well located in Lsd 7 of Section 16 in Township 9, Range 2 W5M (hereinafter referred to as the “test well”) which has
recently been drilled by Win. Win and Delta agree that Win
Win Energy Corporation
Suite 000, 000 - 0xx Xxxxxx X.X. Calgary, Alberta, T2P 1G7
Bus: (000) 000-0000 - Fax (000) 000-0000
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shall assume all costs of drilling and completing or abandoning of the test well up to a gross
cost of $1,330,000. Thereafter the parties agree that the costs shall be shared jointly with Delta assuming 20% of all costs, risks and expense relating to
the test well.
9. This offer is subject to approval by the Board of Directors of Win which approval shall be received on or before Monday December 6, 2004. Failure of
Win to secure approval of its Board of Directors shall terminate this Agreement.
10. Each of the parties hereto shall from time to time and at all times do such further acts and execute and deliver all such further deeds and documents as
shall be reasonably required in order to fully perform and carry out the terms of this Agreement.
11. Time shall be of the essence.
12. Subject to the terms herein, this Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted
assigns.
13. This Agreement shall be interpreted and construed in accordance with the laws in force in the Province of Alberta. The Parties agree to submit to the
exclusive jurisdiction of the courts of the Province of Alberta in any actions related to this Agreement.
14. The Parties acknowledge they have expressed herein the entire understanding and obligations of this Agreement and it is expressly understood and
agreed no implied covenant, condition, term or reservation shall be read into this Agreement relating to or concerning any matter or operation provided
for herein.
Win Energy Corporation
Suite 000, 000 - 0xx Xxxxxx X.X. Calgary, Alberta, T2P 1G7
Bus: (000) 000-0000 - Fax (000) 000-0000
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15. This offer shall remain open for acceptance by Delta up to 4 p.m. (MST) on Thursday December 2, 2004.
Yours truly,
WIN ENERGY CORPORATION
/s/ Xxxxxxx Xxxxxxxxxx
Vice President - Operations
AGREED TO AND ACCEPTED THIS 30 DAY OF NOVEMBER, 2004
/s/ Xxxxxxx X. Xxxxx
DELTA OIL & GAS INC.
Win Energy Corporation
Suite 240, 000 - 0xx Xxxxxx X.X.Xxxxxxx, Xxxxxxx, X0X 0X0
Bus: (000) 000-0000 - Fax (000) 000-0000
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Schedule “A”
Attached to and forming part of a Participation Proposal dated November 26, 2004
between Win Energy Corporation and Delta Oil & Gas Inc.
Xxxx Area, Alberta
The “Purchase Lands”
CURRENT
TITLE DOCUMENT LAND DESCRIPTION INTERESTS
Crown PNG License No. Twp 8, Rge 2 W5M: Sections 4, 16, Win 100%
5504090384 28, SW1/4 33
Twp 9, Rge 2 W5M: Sections 4,
SW1/4 9, 16, 21
All PNG
Crown PNG License No. Twp 9, Rge 2 W5M: Sections NE1/4 Win 100%
5504100519 26, 28, 29, S1/2 & NW 32, Lsds E1/2
9, W1/2 10, W1/2 15, E1/2 16 of 32, 34
Twp 10, Rge 2 W5M: Sections W1/2
5, Lsds E1/2 1, W1/2 2, W1/2 7, E1/2
8, 9, N1/2 10, SW10, 15, 16 of 5
All PNG
Encumbrances:
Crown Lessor Royalty
3% XXXX
Win Energy Corporation
Suite 000, 000 - 0xx Xxxxxx X.X. Calgary, Alberta, T2P 1G7
Bus: (000) 000-0000 - Fax (000) 000-0000
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The “Option Lands”
CONTROLLED
TITLE DOCUMENT LAND DESCRIPTION INTERESTS
FH Mineral Lease Twp 7, Rge 2 W5M: S ½ Section 33 Win 100%
(Lessor: ExxonMobil)
FH Mineral Lease Twp 8, Rge 2 W5M: Section 3 Win 100%
(Lessor: ExxonMobil)
FH Mineral Lease Twp 8, Rge 2 W5M: Section 5 Win 100%
(Lessor: ExxonMobil)
FH Mineral Lease Twp 8, Rge 2 W5M: Section 9 Win 100%
(Lessor: ExxonMobil)
FH Mineral Lease Twp 8, Rge 2 W5M: Section 15 Win 100%
(Lessor: ExxonMobil)
FH Mineral Lease Twp 8, Rge 2 W5M: S ½ & NE ¼ of Win 100%
(Lessor: ExxonMobil) Section 17
FH Mineral Lease Twp 8, Rge 2 W5M: Section 27 Win 100%
(Lessor: ExxonMobil)
FH Mineral Lease Twp 8, Rge 2 W5M: Section SE ¼ & Win 100%
(Lessor: ExxonMobil) N ½ of Section 33
Encumbrances:
18% Lessors’ Royalty
12.5% Convertible Royalty (ExxonMobil Canada)
3% XXXX
Win Energy Corporation
Suite 000, 000 - 0xx Xxxxxx X.X. Calgary, Alberta, T2P 1G7
Bus: (000) 000-0000 - Fax (000) 000-0000
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