ASSIGNMENT AGREEMENT

ASSIGNMENT AGREEMENT

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

BETWEEN:

PORTAL RESOURCES US INC., of
Xxx Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxx, XX, 00000

(hereinafter called the “Assignor”)

OF THE FIRST PART

AND:

PORTAL RESOURCES LTD., of
Suite 750 – 000 Xxxx Xxxxxx,
Xxxxxxxxx, XX X0X 0X0
Xxxxxx

(hereinafter called the “Parent”)

OF THE SECOND PART

AND:

PENGRAM CORPORATION, of
0000 Xxxxxx Xxxxxx, Xxxxx 0X
Xxxxxxxxxx, XX 00000
XXX

(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, Xxxxxxxxx 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/ Xxxxx Xxxxxxx
By Its Authorized Signatory

PORTAL RESOURCES LTD.

/s/ Xxxxx Xxxxxxx
By Its Authorized Signatory

PENGRAM CORPORATION

/s/ Xxxxxxx X. Xxxxxxxxx
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