8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2008

BRISHLIN RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Colorado	333-146561	20-2835920
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

5525 Erindale Dr., Suite 201
Colorado Springs, CO 80918

(Address of principal executive offices) (Zip Code)

Registrant's telephone number including area code: (719) 260-8509

N/A

(Former Name or Former Address, if Changed Since Last Report.)

        Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

         [_]        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

         [_]        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

         [_]        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

         [_]        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01   Entry into a Material Definitive Agreement.

        On August 27, 2008, Brishlin Resources, Inc. (the “Company”) entered into an Agreement to Exchange Common Stock (“Exchange Agreement”) with certain shareholders of Synergy Resources Corporation (“Synergy”). The Synergy shareholders do not have any prior relationship with the Company or its officers or directors. Pursuant to the Exchange Agreement, the Company has agreed to acquire 8,935,000 shares of Synergy’s common stock in exchange for 8,935,000 post-split shares of the Company’s common stock. The Exchange Agreement contemplates that the Company will conduct a 1-for-10 reverse stock split prior to closing. The Company also agreed to issue substitute warrants and options to acquire shares of the Company’s common stock to certain Synergy Shareholders in exchange for Synergy warrants and options. Assuming that the reverse stock split and the share exchange are carried out, the Company anticipates that it will have 9,973,000 shares of common stock outstanding, before any adjustments for fractional shares and exclusive of outstanding warrants and options.

        The Exchange Agreement also contemplates that the Company will declare a dividend to the Company’s shareholders as of the closing of the Exchange Agreement consisting of one warrant to purchase one share of common stock for each post-split share of common stock outstanding, pending satisfaction of certain regulatory requirements, including obtaining an effective registration statement with the Securities and Exchange Commission. The Exchange Agreement may be terminated by either party if the transaction is not completed on or before September 15, 2008. The Exchange Agreement may also be terminated if there has been a material misrepresentation, breach of warranty or breach of covenant by the other party.

        A copy of the Exchange Agreement is attached hereto as Exhibit 10.1 and incorporated by reference. Certain exhibits to the Exchange Agreement are omitted in accordance with applicable securities laws and regulations.

Item 8.01   Other Events.

        The Company has called a special meeting of its shareholders to be held on September 8, 2008 in connection with certain of its obligations under the Exchange Agreement. The purpose of the meeting is to vote on a 1-for-10 reverse stock split and a potential corporate name change. Shareholders of record as of August 27, 2008 are entitled to vote at the meeting. On August 28, 2008, the Company mailed a proxy statement to its shareholders regarding the action to be taken at the special meeting. Since the Company has not registered a class of securities under the Securities Exchange Act of 1934, as amended, it is not required to file its proxy statement or annual report pursuant to Section 14 of that Act or the rules adopted thereunder.

        In order to make the contents of the proxy statement available to interested persons, the Company is attaching those documents to this current report as Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits.

    (d)        Exhibits. The following exhibits are furnished with this report:

10.1 Agreement to Exchange Common Stock Between Brishlin Resources, Inc. and Certain Shareholders of Synergy Resources Corporation dated August 27, 2008.

99.1 Notice and Proxy Statement sent to shareholders dated August 28, 2008.

Cautionary Statement

        Certain statements contained herein or in the exhibits furnished with this report made by or on behalf of the Company may contain forward-looking statements. Such forward-looking statements are sometimes identified by words such as “intends,” “anticipates,” “believes,” “expects” and “hopes” and involve a number of risks and uncertainties that could cause actual results to differ materially from projected results. Factors that could cause actual results to differ materially include, among others, drilling results, commodity prices, industry conditions, the availability of drill rigs and other support services, environmental and governmental regulations, availability of financing, judicial proceedings, force majeure events and other risks factors as described from time to time in the Company’s filings with the Securities and Exchange Commission. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking statements. Except as otherwise required by applicable securities statutes or regulations, the Company disclaims any intent or obligation to update publicly these forward looking statements, whether as a result of new information, future events or otherwise.

SIGNATURE

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

		BRISHLIN RESOURCES, INC.
Date: September 3, 2008	By:	/s/ Raymond E. McElhaney Raymond E. McElhaney, President and Chief Executive Officer

Exhibit Index

        The following is a list of the Exhibits filed herewith.

Exhibit
Number Description of Exhibit

10.1 Agreement to Exchange Common Stock Between Brishlin Resources, Inc. and Certain Shareholders of Synergy Resources Corporation dated August 27, 2008.

99.1 Notice and Proxy Statement sent to shareholders dated August 28, 2008.

EX-10.1

Exhibit 10.1

AGREEMENT TO EXCHANGE COMMON STOCK
BETWEEN

BRISHLIN RESOURCES, INC.

AND CERTAIN SHAREHOLDERS OF

SYNERGY RESOURCES CORPORATION

INDEX
ARTICLE I - EXCHANGE OF SECURITIES	1
1.01  -  Exchange of Stock	1
1.02  -  Exchange of Options and Warrants	1
ARTICLE II - REPRESENTATIONS AND WARRANTIES	2
2.01  -  Organization	2
2.02  -  Capital	2
2.03  -  Directors and Officers	2
2.04  -  Financial Statements	2
2.05  -  Absence of Changes	2
2.06  -  Absence of Undisclosed Liabilities	3
2.07  -  Tax Returns	3
2.08  -  Investigation of Financial Condition	3
2.09  -  Trade Names and Rights	3
2.10  -  Contracts and Leases	3
2.11  -  Insurance Policies	3
2.11  -  Compliance with Laws	3
2.13  -  Litigation	4
2.14  -  No Further Consent	4
2.15  -  SEC Documents	4
2.16  -  Full Disclosure	4
2.17  -  Assets	4
2A -  Organization	4
2B -  Directors and Officers' Compensation; Banks	4
2C -  Capital	5
2D -  Financial Statements	5
2E -  Absence of Changes	5
2F -  Absence of Undisclosed Liabilities	5
2G -  Tax Returns	5
2H -  Investigation of Financial Condition	5
2I -  Trade Names and Rights	6
2J -  Contracts and Leases	6
2K -  Insurance Policies	6
2L -  Compliance with Laws	6
2M -  Litigation	6
2N -  Ability to Carry Out Obligations	6
2O -  Full Disclosure	7
2P -  Market for Common Stock	7

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ARTICLE III - SHAREHOLDER REPRESENTATIONS	7
3.01 - Ability to Carry Out Obligations	7
3.02 - Ownership of Securities	7
3.03 - Restricted Securities	7
ARTICLE IV - OBLIGATIONS BEFORE CLOSING	8
4.01 - Investigative Rights	8
4.02 - Conduct of Business	8
4.03 - Mutual Cooperation	8
4.04 - Publicity	8
ARTICLE V - CONDITIONS PRECEDENT TO PERFORMANCE BY BRISHLIN	9
5.01 - Conditions	9
5.02 - Accuracy of Representations	9
5.03 - Performance	9
5.04 - Absence of Litigation	9
5.05 - Other	9
ARTICLE VI - CONDITIONS PRECEDENT TO PERFORMANCE BY THE SYNERGY SHAREHOLDERS	10
6.01 - Conditions	10
6.02 - Accuracy of Representations	10
6.03 - Performance	10
6.04 - Absence of Litigation	10
6.05 - Other	10
ARTICLE VII - CLOSING	11
7.01 - Closing	11
7.02 - Exchange of Shares	11
7.03 - Warrants and Options	11
7.04 - Officers and Directors	11
7.05 - Post Closing Agreements	11
ARTICLE VIII - REMEDIES	13
8.01 - Arbitration	13
8.02 - Costs	13
8.03 - Termination	13

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ARTICLE IX - MISCELLANEOUS	14
9.01 - Captions and Headings	14
9.02 - No Oral Change	14
9.03 - Non-Waiver	14
9.04 - Time of Essence	14
9.05 - Entire Agreement	14
9.06 - Governing Law	14
9.07 - Counterparts	14
9.08 - Notices	14
9.09 - Binding Effect	15
9.10 - Effect of Closing	15
9.11 - Mutual Cooperation	15
9.12 - Expenses	15

LIST OF SCHEDULES AND EXHIBITS

Schedule 1 - Allocation of Shares, Warrants and Options
Exhibit A - Options, Warrants and Convertible Securities (Synergy)
Exhibit B - Officers and Directors (Synergy)
Exhibit C - Financial Statements - Changes in Financial Condition (Synergy)
Exhibit D - Trademarks, Trade Names and Copyrights (Synergy)
Exhibit E - Material Contracts (Synergy)
Exhibit F - Insurance Policies (Synergy)
Exhibit G - Officers, Directors, Bank Accounts, Safe Deposit Boxes, Powers of Attorney (Brishlin)
Exhibit H - Options, Warrants and Convertible Securities (Brishlin)
Exhibit I - Financial Statements - Changes in Financial Condition (Brishlin)
Exhibit J - Trademarks, Trade Names and Copyrights (Brishlin)
Exhibit K - Material Contracts (Brishlin)
Exhibit L - Insurance Policies (Brishlin)
Exhibit M - Litigation (Brishlin)
Exhibit N - Investment Letter
Exhibit O - Consulting Agreements
Exhibit P - Acquisition Plan

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AGREEMENT TO EXCHANGE COMMON STOCK

        This AGREEMENT TO EXCHANGE COMMON STOCK (“Agreement”) is made August 27, 2008 by and between Brishlin Resources, Inc., a corporation organized under the laws of the State of Colorado (“Brishlin”) and the shareholders of Synergy Resources Corporation (“Synergy”) who have executed this Agreement on the signature page hereof (“Synergy Shareholders”), Bill Conrad and Raymond McElhaney (the “Brishlin Principals”) and Ed Holloway, William E. Scaff, Jr., John Barton and Benjamin Barton (“the Synergy Principals”).

        WHEREAS, Brishlin wishes to acquire all of the capital stock of Synergy owned by the Synergy Shareholders, representing not less than 90% of all of the issued and outstanding capital stock of Synergy; and

        WHEREAS, it is contemplated that following the closing of the transactions contemplated by this Agreement, Synergy will be merged with and into Brishlin, with Brishlin being the surviving corporation; and

        WHEREAS, the parties to this Agreement desire to set forth the terms and conditions pursuant to which Brishlin will acquire the capital stock owned by the Synergy Shareholders.

        NOW THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, and the mutual promises, covenants and representations contained herein, the parties hereby agree as follows:

ARTICLE I
EXCHANGE OF SECURITIES

        1.01      Exchange of Stock.   At the Closing (as hereinafter defined), and subject to the terms and conditions of this Agreement, Brishlin shall acquire an aggregate of 8,935,000 shares of Synergy common stock (the “Synergy Shares”) from the Synergy Shareholders, representing at least 89% of the issued and outstanding stock of Synergy (the “Exchange”). The consideration to be issued by Brishlin for the Synergy Shares shall be the issuance of 8,935,000 (post-split) shares of Brishlin (the shares of Brishlin will be exchanged for the shares of Synergy on a one for one basis; the “Exchange Shares”). The Exchange Shares shall be allocated to the Synergy Shareholders in accordance with Schedule 1 to this Agreement. As a result of the Exchange, the Synergy Shareholders shall own common stock of Brishlin and Synergy will become a subsidiary of Brishlin. For federal income tax purposes, it is intended that the Exchange shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”).

        1.02     Exchange of Options and Warrants.   Each warrant or option to purchase shares of Synergy (individually, a “Synergy Option” or collectively, the “Synergy Options”) that is held by a Synergy Shareholder and which is outstanding immediately prior to the Closing, without regard to whether such option is then exercisable, shall be assumed by Brishlin and converted into an option (a “Substitute Option”) or warrant (a “Substitute Warrant”) to purchase that number of shares of Brishlin’s common stock shown on Schedule 1 at an exercise price per share equal to the exercise price per share of such corresponding Synergy Option or Synergy Warrant. The terms and conditions of each Substitute Option or Substitute Warrant, including any acceleration of vesting and/or exercisability thereof, shall otherwise be the same as the related Synergy Option.

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ARTICLE II
REPRESENTATIONS AND WARRANTIES

        Ed Holloway (solely in his capacity as an officer and director of Synergy), William E. Scaff, Jr. (solely in his capacity as an officer and director of Synergy), John Barton and Benjamin Barton represent and warrant to Brishlin that, to the best of their knowledge:

        2.0l      Organization.   Synergy is a corporation duly organized, validly existing, and in good standing under the laws of Colorado, has all necessary corporate power to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the states where its business requires qualification.

        2.02     Capital.   The authorized capital stock of Synergy consists of 50,000,000 shares of common stock and 5,000,000 shares of preferred stock, of which 9,960,000 shares of common stock are outstanding as of the date hereof. Synergy has not issued any shares of preferred stock. Except as set forth in Exhibit A, there are no subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments outstanding obligating Synergy to issue or to transfer from treasury any additional shares of its capital stock. All outstanding shares of Synergy are validly issued, fully paid and not assessible and not subject to any preemptive rights. All of the issued and outstanding shares of Synergy common stock were issued in compliance with all federal and state securities laws.

        2.03     Directors and Officers.   Exhibit B to this Agreement contains the names and titles of all directors and officers of Synergy.

        2.04     Financial Statements.   Exhibit C to this Agreement contains the balance sheet of Synergy as of July 31, 2008 and the related statement of income for the period then ended (the “Synergy Financial Statements”). The Synergy Financial Statements are complete and correct in all material respects and fairly present in all material respects the financial condition and results of operation of Synergy at such date and for such period and show all material liabilities, absolute or contingent, of Synergy.

        2.05     Absence of Changes.   Since July 31, 2008, there has not been any change in the financial condition or results of operations of Synergy, except changes reflected on Exhibit C or changes in the ordinary course of business, which changes have not in the aggregate been materially adverse.

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        2.06     Absence of Undisclosed Liabilities.   Synergy did not as of July 31, 2008 have any debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected on Exhibit C.

        2.07     Tax Returns.   Within the times and in the manner prescribed by law, Synergy has filed all federal, state, and local tax returns required by law and has paid all taxes, assessments, and penalties due and payable. The provision for taxes, if any, reflected in Synergy’s balance sheet as of July 31, 2008 is adequate for any and all federal, state, county, and local taxes for the period ending on the date of that balance sheet and for all prior periods, whether or not disputed. There are no present disputes as to taxes of any nature payable by Synergy.

        2.08     Investigation of Financial Condition.   Without in any manner reducing or otherwise mitigating the representations contained herein, Brishlin shall have the opportunity between the date of this Agreement and the Closing to meet with Synergy’s accountants and attorneys to discuss the financial condition of Synergy. Synergy shall make available to Brishlin the books and records of Synergy. Such books and records have been maintained in the ordinary course of business, and are true and correct copies of such books and records. The minutes of Synergy are a complete and accurate record of all meetings of the shareholders and directors of Synergy and accurately reflect all actions taken at such meetings. The signatures of the directors and/or officers on such minutes are the valid signatures of Synergy’s directors and/or officers who were duly elected or appointed on the dates that the minutes were signed by such persons. The stock book of Synergy contains an accurate record of all transactions with respect to the capital stock of Synergy.

        2.09     Trade Names and Rights.   Exhibit D attached hereto and made a part hereof lists all trademarks, trademark registrations or applications, trade names, service marks, copyrights, copyright registrations or applications which are owned by Synergy. No person other than Synergy owns any trademark, trademark registration or application, service mark, trade name, copyright, or copyright registration or application the use of which is necessary or contemplated in connection with the operation of Synergy’s business.

        2.10     Contracts and Leases.   Exhibit E attached hereto and made a part hereof contains a summary of the provisions of all material contracts, leases, and other agreements of Synergy presently in existence or which have been agreed to by Synergy (whether written or oral). Except as disclosed on Exhibit E, Synergy is not in default under of these agreements or leases.

        2.11     Insurance Policies.   Exhibit F to this Agreement is a description of all insurance policies held by Synergy concerning its business and properties. All these policies are in the respective principal amounts set forth in Exhibit F and are in full force and effect.

        2.12     Compliance with Laws.   Synergy has complied with, and is not in violation of, applicable federal, state, or local statutes, laws, and regulations affecting its properties or the operation of its business.

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        2.13     Litigation.   Synergy is not a party to any suit, action, arbitration, legal, administrative, or other proceeding, or governmental investigation pending or, to the best knowledge of Synergy, threatened against or affecting Synergy or its business, assets, or financial condition. Synergy is not in default with respect to any order, writ, injunction, or decree of any federal, state, local, or foreign court, department, agency, or instrumentality. Synergy is not engaged in any legal action to recover moneys due to Synergy or damages sustained by Synergy.

        2.14     No Further Consent.   No consent, approval, order, or authorization, of, or registration, declaration or filing with, any court, administrative agency, commission or other governmental authority or instrumentality is required in connection with the execution, delivery and performance of this Agreement.

        2.15     SEC Documents.   Brishlin has furnished the Synergy Shareholders with copies of its annual report on Form 10-K for the year ended December 31, 2007, its quarterly report on Form 10-Q for the period ended March 31, 2008 and its quarterly report on Form 10-Q for the period ended June 30, 2008 as filed with the U.S. Securities and Exchange Commission (the “SEC”).

        2.16     Full Disclosure.   None of the representations and warranties made by the Synergy Principals, or in any certificate or memorandum furnished or to be furnished by the Synergy Principal, or on their behalf, contains or will contain any untrue statement of material fact, or omit any material fact the omission of which would be misleading.

        2.17     Assets.   Synergy has good and marketable title to all of its property, free and clear of all mortgages, liens, pledges, charges or encumbrances or interest of any third party whatsoever.

        Brishlin, Bill Conrad (solely in his capacity as a director of Brishlin and to the best of his knowledge) and Ray McElhaney (solely in his capacity as an officer and director of Brishlin and to the best of his knowledge) represent and warrant to the Synergy Shareholders that:

         2A.        Organization.   Brishlin is a corporation duly organized, validly existing, and in good standing under the laws of Colorado, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the states where its business requires qualification, except in those states where the failure to be so qualified would not have a material adverse effect on Brishlin.

         2B.        Directors and Officers’ Compensation; Banks.   Exhibit G to this Agreement contains: (i) the names and titles of all directors and officers of Brishlin and all persons whose compensation from Brishlin as of the date of this Agreement will equal or is expected to equal or exceed, at an annual rate, the sum of $1,000; (ii) the name and address of each bank with which Brishlin has an account or safety deposit box, and the names of all persons who are authorized to draw thereon or have access thereto; and (iii) the names of all persons who have a power of attorney from Brishlin and a summary of the terms thereof.

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         2C.        Capital.   The authorized capital stock of Brishlin consists of 100,000,000 shares of common stock, and 10,000,000 shares of preferred stock. Immediately prior to Closing, 1,038,000 shares of common stock will be issued and outstanding. All of the shares are validly issued, fully paid, and non-assessable. At Closing, there will be no outstanding preferred shares and no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Brishlin to issue or to transfer from treasury any additional shares of its capital stock of any class except as reflected on Exhibit H.

         2D.        Financial Statements.   Exhibit I to this Agreement sets forth the balance sheet of Brishlin as of June 30, 2008, and the related statement of income for the period then ended (the “Brishlin Financial Statements”). The Brishlin Financial Statements comply as to form in all material respects with applicable requirements of the SEC with respect thereto, are accurate and in accordance with the books and records of Brishlin, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the period involved, except as may be indicated in the notes thereto or as permitted by rules of the SEC.

         2E.        Absence of Changes.   Since June 30, 2008, there has not been any material change in the financial condition or operations of Brishlin, except (i) changes in the ordinary course of business, which changes have not in the aggregate been materially adverse, and (ii) changes disclosed on Exhibit I.

         2F.        Absence of Undisclosed Liabilities.   Brishlin did not as of June 30, 2008 have any debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected on Exhibit I.

         2G.        Tax Returns.   Within the times and in the manner prescribed by law, Brishlin has filed all federal, state, and local tax returns required by law and has paid all taxes, assessments, and penalties due and payable, except where the failure to file and/or pay would not have a material adverse effect on Brishlin. No federal income tax returns of Brishlin have been audited by the Internal Revenue Service. The provision for taxes, if any, reflected in Brishlin ‘s balance sheet as of June 30, 2008, is adequate for any and all federal, state, county, and local taxes for the period ending on the date of that balance sheet and for all prior periods, whether or not disputed. There are no present disputes as to taxes of any nature payable by Brishlin.

         2H.        Investigation of Financial Condition of Brishlin.   Without in any manner reducing or otherwise mitigating the representations contained herein, the Synergy Shareholders shall have the opportunity to meet with Brishlin ‘s accountants and attorneys to discuss the financial condition of Brishlin. Brishlin shall make available to Synergy the books and records of Brishlin. The minutes of Brishlin are a complete and accurate record of all meetings of the shareholders and directors of Brishlin and accurately reflect all actions taken at such meetings. The signatures of the directors and/or officers on such minutes are the valid signatures of Brishlin’s directors and/or officers who were duly elected or appointed on the dates that the minutes were signed by such persons.

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         2I.        Trade Names and Rights.   Exhibit J attached hereto and made a part hereof lists all trademarks, trademark registrations or applications, trade names, service marks, copyrights, copyright registrations or applications which are owned by Brishlin. No person, other than Brishlin, will own any trademark, trademark registration or application, service mark, trade name, copyright, or copyright registration or application the use of which is necessary or contemplated in connection with the operation of the business of Brishlin, as such business is to be conducted after the closing of this transaction.

         2J.        Contracts and Leases.   The list of material contracts itemized in Brishlin’s annual report on Form 10-K for the year ended December 31, 2007 contains all of the material contracts, leases and other agreements of Brishlin presently in existence or which have been agreed to by Brishlin. Except as listed in Exhibit K, Brishlin is not a party to any other material contract or agreement, whether written or oral. Except as noted on Exhibit K, Brishlin is not in default under any of these agreements or leases.

         2K.        Insurance Policies.   Exhibit L to this Agreement is a description of all insurance policies held by Brishlin concerning its business and properties. All these policies are in the respective principal amounts set forth in Exhibit L and are in full force and effect.

         2L.        Compliance with Laws.   Brishlin has complied with, and is not in violation of, applicable federal, state, or local statutes, laws, and regulations affecting its properties or the operation of its business, including but not limited to federal and state securities laws. Brishlin does not have any employee benefit plan which is subject to the provisions of the Employee Retirement Income Security Act of 1974.

         2M.        Litigation.   Other than as disclosed on Exhibit M, Brishlin is not a party to any suit, action, arbitration, legal, administrative, or other proceeding, or governmental investigation pending or, to the best knowledge of Brishlin, threatened against or affecting Brishlin or its business, assets, or financial condition. Brishlin is not in default with respect to any order, writ, injunction, or decree of any federal, state, local, or foreign court, department, agency, or instrumentality. Brishlin is not engaged in any legal action to recover moneys due to it or damages sustained by it other than as disclosed on Exhibit M.

         2N.        Ability to Carry Out Obligations.   Brishlin has the right, power, and authority to enter into, and perform its obligations under, this Agreement. The execution and delivery of this Agreement by Brishlin and the performance by Brishlin of its obligations hereunder will not cause, constitute, or conflict with or result in (a) any breach or violation of any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, articles of incorporation, by-law, or other agreement or instrument to which Brishlin is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of Brishlin, or (c) an event that would result in the creation or imposition or any lien, charge, or encumbrance on any asset of Brishlin or would create any obligations for which Brishlin would be liable, except as contemplated by this Agreement.

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         2O.        Full Disclosure.   None of the representations and warranties made by Brishlin, or the Brishlin Principals, or in any certificate or memorandum furnished or to be furnished by Brishlin, or the Brishlin Principals, or on their behalf, contains or will contain any untrue statement of material fact, or omit any material fact the omission of which would be misleading. Brishlin and the Brishlin Principals have disclosed to Synergy all reasonably foreseeable contingencies which, if such contingencies transpire, would have a material adverse effect on Brishlin.

         2P.        Market for Common Stock.   Brishlin’s common stock is quoted on the OTC Bulletin Board. No letter “E” has been appended to Brishlin’s common stock during the past twenty-four months and Brishlin has not received any notice of the possible or pending delisting of Brishlin’s common stock.

ARTICLE III
SHAREHOLDER REPRESENTATIONS

             3.01        Ability to Carry Out Obligations.   Each Synergy Shareholder has the right, power, and authority to enter into, and perform its obligations under, this Agreement. No other corporate or shareholder proceedings on the part of any Synergy Shareholder are necessary to authorize the Exchange or the other transactions contemplated hereby, except as otherwise set forth herein. The execution and delivery of this Agreement by each Synergy Shareholder has (to the extent required) been authorized by the necessary action of its board of directors, partners, managers or other governing body, and does not, and the performance by each Synergy Shareholder of its obligations hereunder will not, cause, constitute, or conflict with or result in (a) any breach or violation of any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, articles of incorporation, by-law, or other agreement or instrument to which any Synergy Shareholder is a party, or by which it may be bound, nor will any consents or authorizations of any other party be required, (b) an event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation, or (c) an event that would result in the creation or imposition or any lien, charge, or encumbrance on any asset of Synergy or would create any obligation for which Synergy would be liable, except as contemplated by this Agreement.

             3.02        Ownership of Securities.   Each Synergy Shareholder is the owner of that number of Synergy common shares, warrants or options disclosed in Schedule 1, attached hereto and incorporated herein by reference. Each Synergy Shareholder is the owner of such securities, free and clear of all liens, claims and encumbrances, and each has the sole power, right and authority to enter into and perform his obligations under this Agreement and transfer the securities owned by him.

             3.03        Restricted Securities.   The Synergy Shareholders acknowledge that the Exchange Shares will not be registered under the Securities Act of 1933, as amended (the “1933 Act”) but will be issued pursuant to an exemption from such registration requirements. As a result, the Exchange Shares will be subject to restrictions on transfer imposed by the 1933 Act. Each Synergy Shareholder shall execute and deliver to Brishlin at Closing an investment letter in the form attached hereto as Exhibit N and incorporated herein by reference.

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ARTICLE IV
OBLIGATIONS BEFORE CLOSING

             4.0l        Investigative Rights.   From the date of this Agreement until the Closing, each party shall provide to the other party, and such other party’s counsel, accountants, auditors, and other authorized representatives, full access during normal business hours and upon reasonable advance notice to all of each party’s properties, books, contracts, commitments, records and correspondence and communications with regulatory agencies for the purpose of examining the same. Each party shall furnish the other party with all information concerning each party’s affairs as the other party may reasonably request.

             4.02        Conduct of Business.   Prior to the Closing, and except as contemplated by this Agreement, Brishlin shall conduct its business in the normal course, and shall not sell, pledge, or assign any assets without the prior written approval of the other party, except in the regular course of business. Each Synergy Principal shall cause Synergy to conduct its business in the ordinary course and shall not sell, pledge or assign any assets without the prior written approval of the other party, except in the regular course of business. Except as contemplated by this Agreement, Brishlin shall not and no Synergy Principal shall allow Synergy to amend its Articles of Incorporation or By-laws, declare dividends, redeem or sell stock or other securities, incur additional or newly-funded material liabilities, acquire or dispose of fixed assets, change senior management, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount, pay more on any liability than its stated amount, or enter into any other transaction other than in the regular course of business.

             4.03        Mutual Cooperation.   Brishlin, the Brishlin Principals, each Synergy Shareholder, and each Synergy Principal will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Exchange and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their related entities or subsidiaries. Each party will take all reasonable actions necessary to obtain any consent, authorization, order or approval of, or any exemption by, any governmental entity or other public or private third party required to be obtained or made by either of them in connection with the Exchange or the taking of any action contemplated by this Agreement.

             4.04        Publicity.   Except as otherwise required by law or rules of the SEC, so long as this Agreement is in effect, no party shall issue or cause the publication of any press release or other public announcement with respect to the transactions contemplated by this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

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ARTICLE V
CONDITIONS PRECEDENT TO PERFORMANCE BY BRISHLIN

             5.01         Conditions.   Brishlin’s obligations hereunder shall be subject to the satisfaction, at or before the Closing, of all the conditions set forth in this Article V. Brishlin may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Brishlin of any other condition of or any of Brishlin’s other rights or remedies, at law or in equity.

             5.02         Accuracy of Representations.   Except as otherwise permitted by this Agreement, all representations and warranties by the Synergy Shareholders in this Agreement or in any written statement that shall be delivered to Brishlin under this Agreement shall be true on the date hereof and as of the Closing Date as though made at those times.

             5.03         Performance.   The Synergy Shareholders shall have performed, satisfied, and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by them, on or before the Closing. Brishlin shall have obtained all necessary consents and approvals necessary to consummate the transactions contemplated hereby.

             5.04         Absence of Litigation.   No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened on or before the Closing.

             5.05         Other. In addition to the other provisions of this Article V, Brishlin’s obligations hereunder shall be subject to the satisfaction, at or before the Closing, of the following:

        (i)         Brishlin will have received the affirmative vote of the holders of a requisite majority of its common stock to reverse split its common stock such that, following notification of FINRA, and following expiration of the requisite waiting period, 1,038,000 shares of Brishlin’s common stock will be outstanding.

        (ii)         Brishlin shareholders dissenting from the reverse split will not own more than 10% of Brishlin’s common stock.

         (iii)        Following approval of the reverse stock split, the Board of Directors of Brishlin shall have declared a dividend consisting of one warrant to purchase a share of Brishlin common stock for each ten shares of common stock then outstanding (“Warrant”). The Warrants will be exercisable at a price of $6.00 per share and will expire on the earlier of December 31, 2012 or twenty days following written notification from Brishlin that its common stock had a closing bid price at or above $7.00 for any ten of twenty consecutive trading days. The Warrants will not be issuable until a registration statement covering the issuance of the Warrants, as well as the shares issuable upon the exercise of the warrants, has been declared effective by the SEC.

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         (iv)         Brishlin will have entered into Consulting Agreements, in the form and substance attached hereto as Exhibit O and incorporated herein by reference, which will provide that Raymond E. McElhaney and Bill Conrad will each be paid consulting fees.

         (v)         Brishlin shall have received an Investment Letter in the form attached hereto as Exhibit N and incorporated herein by reference executed by each Synergy Shareholder.

ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE BY THE SYNERGY SHAREHOLDERS

        6.01      Conditions.   The obligations of the Synergy Shareholders hereunder shall be subject to the satisfaction, at or before the Closing, of the conditions set forth in this Article VI. The Synergy Shareholders may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by any Synergy Shareholder of any other condition of or any of such Synergy Shareholder’s other rights or remedies, at law or in equity.

        6.02      Accuracy of Representations.   Except as otherwise permitted by this Agreement, all representations and warranties by Brishlin in this Agreement or in any written statement that shall be delivered by Brishlin under this Agreement shall be true on and as of the Closing Date as though made at that time.

        6.03      Performance.   Brishlin shall have performed, satisfied, and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it, on or before the Closing.

        6.04      Absence of Litigation.   No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this agreement or to its consummation, shall have been instituted or threatened on or before the closing.

        6.05      Other.   In addition to the other provisions of this Article VI, Synergy’s obligations hereunder shall be subject to the satisfaction, at or before the Closing, of the following:

(i) Brishlin will have no more than $5,000 in liabilities at the closing.

(ii) Brishlin will have received the affirmative vote of the holders of a requisite majority of its common stock to reverse split its common stock such that immediately prior to the Closing, 1,038,000 shares of Brishlin’s common stock will be outstanding.

(iii) Brishlin shareholders dissenting from the reverse split will own not more than 10% of Brishlin’s common stock.

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ARTICLE VII
CLOSING

        7.0l      Closing.   The closing of this transaction (“Closing”) shall be held at the offices of Synergy not more than three business days following satisfaction of all of the conditions set forth in Articles V and VI. The date and time of Closing is the Closing Date. Unless the Closing of this transaction takes place before September 15, 2008, either party may terminate this Agreement without liability to the other party, except as otherwise provided in Section 9.12. At the Closing, the following documents, in a form reasonably acceptable to counsel to the parties or as set forth herein, shall be delivered:

        By the Synergy Shareholders and the Synergy Principals:

    A.               A certificate, dated the Closing Date, that all representations, warranties, covenants, and conditions set forth in this Agreement on behalf of the Synergy Principals are true and correct as of, or have been fully performed and complied with by, the Closing Date.

        By Brishlin:

    A.               A certificate, dated the Closing Date, that all representations, warranties, covenants, and conditions set forth in this Agreement on behalf of Brishlin and the Brishlin Principals are true and correct as of, or have been fully performed and complied with by, the Closing Date.

        7.02      Exchange of Shares.   On the Closing Date, each share of common stock of Synergy then issued and outstanding, will be exchanged for fully paid and nonassessable shares of Brishlin in accordance with Schedule 1 to this Agreement. Each Synergy Shareholder shall surrender his certificate representing Synergy Shares to Brishlin and Brishlin shall provide written instructions to its transfer agent to issue Brishlin stock in accordance with Schedule 1.

        7.03      Warrants and Options.   On the Closing Date, each warrant or option of Synergy then outstanding and held by a Synergy shareholder will be exchanged for a Substitute Option or Substitute Warrant in accordance with Schedule I to this Agreement.

        7.04      Officer and Directors.   At the Closing, Brishlin will cause Ed Holloway, William E. Scaff, Jr., Benjamin Barton and Rick Wilber to be appointed as directors of Brishlin. Following such appointment, all present officers of Brishlin will resign.

        7.05      Post-Closing Agreements.   (i) Following the Closing, the Synergy Principals, as the officers and directors of Brishlin, shall cause Brishlin to file a registration statement with the SEC covering the Warrants and the common stock issuable upon exercise of the Warrants. Such registration statement shall also cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder, such indeterminate number of additional shares of Brishlin’s common stock resulting from stock splits, stock dividends or similar transactions. The Synergy Principals shall cause Brishlin to keep the registration statement continuously effective for a period that will terminate upon the earlier of:

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• Six months after the date on which 95% of the Warrants have been exercised; or

• Six months after the date the warrants expire. In addition, the Synergy Shareholders shall cause Brishlin to prepare and file such supplements to the prospectus and post-effective amendments such that existing shareholders of Brishlin may deliver a current prospectus in accordance with relevant provisions of the 1933 Act.

    (i)               Subsequent to Closing Date, the Synergy Principals shall cause Brishlin to file the following documents with the SEC within the time periods required by applicable rules:

(a) a current report on Form 8-K containing the information required in such form with regard to the transactions contemplated by this Agreement;

(b) an amendment to such Form 8-K containing audited financial statements, pro forma financial information and other additional disclosures as required by Form 8-K with regard to the transactions contemplated hereby; and

(c) such other reports as may be required to be filed by Sections 13, 14 or 15 (d) of the Securities Exchange Act of 1934, as amended, and any additional filings required to maintain the listing of Brishlin’s common stock on the OTC Bulletin Board.

    (ii)               Subsequent to Closing Date, the Synergy Principals shall cause Synergy to have an option to acquire certain oil and gas assets from Petroleum Management LLC and/or Petroleum Exploration & Management LLC in accordance with the Acquisition Plan outlined in Exhibit P attached hereto.

    (iii)               Subsequent to the Closing, the parties agree that, subject to the approval of the Brishlin shareholders at a meeting to be held prior to the Closing, the name of Brishlin shall be changed to “Synergy Resources Corporation.” The Synergy Principals shall change the name of the subsidiary (Synergy Resources Corporation as contemplated by this Agreement) to allow Brishlin to use the name of Synergy.

    (iv)               The Synergy Principals shall cause Synergy to merge with and into Brishlin such that Brishlin will be the surviving corporation and the separate existence of Synergy shall cease.

    (v)               Upon receipt of an effective date for the registration statement contemplated by subsection (i) above, the Synergy Principals shall cause Brishlin to distribute certificates representing the Warrants to each shareholder of Brishlin as described on the shareholders’ list to be provided at the Closing.

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ARTICLE VIII
REMEDIES

        8.01      Arbitration.   Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be settled by arbitration in Denver, Colorado in accordance with the Commercial Arbitration Rules of the American Arbitration Association, then existing, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy.

        8.02      Costs.   If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

        8.03      Termination.   In addition to other remedies available at law, Brishlin or the Synergy Shareholders may on or prior to the Closing Date, terminate this Agreement:

    (i)               If any bona fide action or proceeding shall be pending against Brishlin or Synergy on the Closing Date that could result in an unfavorable judgment, decree, or order that would prevent or make unlawful the carrying out of this Agreement or if any agency of the federal or of any state government shall have objected at or before the Closing Date to this acquisition or to any other action required by or in connection with this Agreement;

    (ii)               If the legality and sufficiency of all steps taken and to be taken by each party in carrying out this Agreement shall not have been approved by the respective party’s counsel, which approval shall not be unreasonably withheld;

    (iii)               If a party breaches any representation, warranty, covenant or obligation of such party set forth herein and such breach is not corrected within ten days of receiving written notice from the other party of such breach; and

    (iv)               In the event of termination of this Agreement by Synergy or Brishlin as provided in Section 7.01 or 8.03, this Agreement forthwith shall become void and there shall be no liability or obligation on the part of any party hereto except as set forth in Section 9.12 and except that no termination shall relieve a party from liability for breach of any of the terms of this Agreement.

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ARTICLE IX
MISCELLANEOUS

        9.01      Captions and Headings.   The Article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.

        9.02      No Oral Change.   This Agreement and any provision hereof, may not be waived, changed, modified, or discharged orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.

        9.03      Non-Waiver.   Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.

        9.04      Time of Essence.   Time is of the essence of this Agreement and of each and every provision hereof.

        9.05      Entire Agreement.   This Agreement contains the entire Agreement and understanding between the parties hereto, and supersedes all prior agreements, understandings and the letters of intent between the parties.

        9.06      Governing Law.   This Agreement and its application shall be governed by the laws of Colorado.

        9.07      Counterparts.   This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures or signatures sent via email will be treated as original signatures.

        9.08      Notices.   All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

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Brishlin Resources, Inc.

5525 Erindale Drive, Suite 201
Colorado Springs, Colorado 80918
Attn: Raymond E. McElhaney, President

Synergy Resources Corporation

20203 Highway 60
Platteville, Colorado 80651
   and to
600 17th Street, Suite 2800
Denver, Colorado 80202

        9.09     Binding Effect.   This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties to this Agreement.

        9.10     Effect of Closing.   All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion, or other writing provided for in it, shall survive the closing of this Agreement, provided however that after June 30, 2009 no action or proceeding may be instituted for any breach of this Agreement. In the event there is any material misrepresentation or warranty of any party to this Agreement, then Brishlin (if such misrepresentation is made by the Synergy Principals) or the Synergy Shareholders (if such misrepresentation is made by Brishlin or the Brishlin Principals) may rescind this Agreement during the 90 day period following the closing of this Agreement.

        9.11     Mutual Cooperation.   The parties hereto shall cooperate with each other to achieve the purpose of this Agreement, and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction described herein. Neither party will intentionally take any action, or omit to take any action, which will cause a breach of such party’s obligations pursuant to this Agreement.

        9.12     Expenses.   Each of the parties hereto agrees to pay all of its own expenses (including without limitation, attorneys’ and accountants’ fees) incurred in connection with this Agreement, the transactions contemplated herein and negotiations leading to the same and the preparations made for carrying the same into effect. Each of the parties expressly represents and warrants that no finder or broker has been involved in this transaction and each party agrees to indemnify and hold the other party harmless from any commission, fee or claim of any person, firm or corporation employed or retained by such party (or claiming to be employed or retained by such party) to bring about or represent such party in the transactions contemplated by this Agreement.

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        AGREED TO AND ACCEPTED as of the date first above written.

BRISHLIN RESOURCES, INC.

By: /s/ Raymond E. McElhaney
Raymond E. McElhaney, President

Shareholders of Synergy Resources Corporation

1990 H & H FAMILY IRREVOCABLE TRUST

By: /s/ Edward A. Holloway
Trustee

EACH OF NINE, LLC

By: /s/ Edward A. Holloway
Authorized Officer

PETROLEUM MANAGEMENT, LLC 40lK

By: /s/ Edward A. Holloway
Edward A. Holloway

PETROLEUM MANAGEMENT, LLC 401K

By: /s/ Renee Holloway
Renee Holloway

SCAFF FAMILY 2008 IRREVOCABLE TRUST

By: /s/ William E. Scaff Jr.
Trustee

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DELL T. BEANS FAMILY TRUST

By: /s/ William E. Scaff Jr.
Trustee

MY WAY LLC

By: /s/ William E. Scaff Jr.
Authorized Officer

STAIANO FAMILY LLC

By: /s/ John Staiano
Authorized Officer

STAIANO FAMILY 2008 IRREVOCABLE TRUST

By: /s/ John Staiano
Trustee

QUEENSTOWN INVESTMENT TRUST

By: /s/ John P. Barton
Trustee

CAMBRIDGE ENERGY PARTNERS

By: /s/ John P. Barton
Authorized Officer

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STRATEGIC CAPITAL PARTNERS

By: /s/ Benjamin Barton
Authorized Officer

SYNERGY ENERGY TRUST

By: /s/ John Barton
Trustee

/s/ Val Dunn
Val Dunn

/s/ Rick Wilber
Rick Wilber

/s/ Craig Bardmen
Craig Bardmen

/s/ Steve Paoletti
Steve Paoletti

/s/ Brian Meserlian
Brian Meserlian

/s/ William Coleman
William Coleman

/s/ Hal Lapping
Hal Lapping

/s/ Larry Benson
Larry Benson

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/s/ John Crowley
John Crowley

/s/ Robert Lavin
Robert Lavin

/s/ Michael Williams
Michael Williams

Principals of Synergy Resources Corporation

/s/ Ed Holloway
Ed Holloway

/s/ William E. Scaff, Jr.
William E. Scaff, Jr.

/s/ John Barton
John Barton

/s/ Benjamin Barton
Benjamin Barton

Principals of Brishlin Resources, Inc.

/s/ Bill Conrad
Bill Conrad

/s/ Raymond McElhaney
Raymond McElhaney

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EXHIBIT A

OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES

        2,060,000 outstanding Series A warrants.

        Each Series A Warrant entitles the holder to purchase one share of Synergy’s common stock at a price of $6.00 per share. The Series A Warrants expire on the earlier of December 31, 2012 or twenty days following written notification from Synergy that its common stock had a closing bid price at or above $7.00 for any ten of twenty consecutive trading days.

        Synergy has issued options to the persons, in the amounts and for the consideration shown below:

Name	Shares Issuable Upon Exercise of Options	Exercise Price	Expiration Date
Each of Nine, LLC	1,000,000	$1.00	6-11-13
My Way, LLC	1,000,000	$1.00	6-11-13
Each of Nine, LLC	1,000,000	$10.00	6-11-13
My Way, LLC	1,000,000	$10.00	6-11-13

        Each of Nine, LLC is controlled by Ed Holloway. My Way, LLC is controlled by William E. Scaff, Jr.

EXHIBIT P

ACQUISITION PLAN

(Letter of Intent)

SYNERGY RESOURCES CORPORATION
600 17th Street, 2800 South
Denver, Colorado 80202
(720) 359-1591

August 07, 2008

Ed Holloway
Petroleum Management LLC
20203 Highway 60
Platteville, CO 80651

Re: Proposed Assignment of Oil and Gas Interests

Dear Mr.Holloway,

        The purpose of this letter is to summarize the principal terms pursuant to which it is intended Synergy Resources Corporation (SRC) will acquire certain working interests in certain oil and gas leases in Weld County, Colorado from Petroleum Management, LLC and/or Petroleum Exploration & Management, LLC (collectively “PM”). This letter sets forth the principal terms of such agreement as follows:

1. Oil and Gas Working Interests/ Prospects Available for Assignment.   PM has certain working interests available for assignment to SRC, subject to the conditions set forth herein, and such working interests shall be made available for assignment if the conditions are met by Synergy. The properties under lease (‘“Prospects”) and available for working interest ownership assignment are attached as Exhibit A. The conditions of the parties entering into an Assignment of Oil and Gas Interests are as follows:

a. SRC has successfully completed its merger with Brishlin and additional funding in the amount of a sale of 2,000,000 shares at $3.50 each (total $7 million minimum).

b. This funding occurs on or before November 1, 2008.

c. If only partial funding is accomplished by SRC, then a reduced percentage of working interest ownership may be reflected in the Assignment, subject to both parties’ approval. Pending the November 1, 2008 deadline, PM will not sell or assign the interest set forth on Exhibit A to any other third party. All of the working interests conveyed will be at a 75% net revenue interest and a $1,000 lease cost per net acre. The percentage of working interest ownership may vary with each Prospect. Additional Prospects may be made available with additional funding received by Synergy.

    2.        Deposit.   In order to hold this working interest SRC will deliver, at the signing of this letter, $100,000.00 in certified funds or by wire transfer to PM These funds are refundable, and if the transaction contemplated herein does not occur, these monies will be returned to SRC. If the transaction contemplated herein does occur, then this amount shall be applied to the purchase price of the Assignment of Oil and Gas Interests.

    3.        Assignment of Oil and Gas Interests.   Immediately upon execution of this Letter of Intent, the Parties shall diligently cause to be prepared a form of Assignment of Oil and Gas Interests (“Assignment”) on or before November 1, 2008, containing provisions in accordance with the foregoing, together with such other appropriate terms and conditions as are customary in such assignments. The Assignment shall be recorded in the records of the Clerk and Recorder of Weld County, Colorado, upon closing. The Assignment shall also provide that, pending the closing date, SRC and its representatives shall at all times have access to all pertinent data and other information as its representatives shall request from time to time.

    4.        Confidentiality.  It is, of course, understood that all access, investigations and contact to be conducted by either party or its representatives shall be conducted and maintained in strict confidence, and should the transactions contemplated by this Letter of Intent not be completed for any reason whatsoever, each party and its representatives shall keep confidential any information concerning the others’ operations and business and shall return all documentation to the originating party.

    5.        Conditions.  The Assignment shall provide that the obligations of SRC and PM are expressly subject to, among other provisions, the following:

(a) Review and approval of the Assignment by the respective Boards of Directors of SRC and PM;

(b) A favorable review by counsel of the good and marketable title of PM to the Prospects listed on Exhibit A;

(c) The receipt by each Party of a favorable opinion of counsel to the other relating to such matter as are customarily delivered in connection with the Assignment contemplated hereby;

(d) The completeness and accuracy at all times up to and including the closing, of the representations, warranties, agreements and covenants of the Parties as contained in the Assignment; and

     6.       Expiration.   This Letter of intent shall expire on the earliest to occur of the following events:

(a) The effective date of the Assignment;

(b) November 1, 2008; or

(c) The date of termination of this Letter of Intent by the mutual consent of PM and SRC in writing.

    7.         Miscellaneous.   PM and SRC agree to diligently and timely negotiate in good faith toward a definitive Assignment satisfactory to each Party. During the term following execution of this Letter of Intent and until the Letter of Intent is terminated as provided herein, PM shall not enter into or otherwise undertake negotiations or execute agreements pertaining to the Assignment of this working interest with any third party. It is, of course, understood that this Letter of Intent is intended to be, and shall be construed only as, a statement of intent summarizing and evidencing the discussions between the Parties and is not an agreement with respect to the transactions contemplated hereby and is not binding on either Party until the Assignment is executed and delivered by the Parties and at that time, the respective rights and obligations of the Parties shall be only as defined in the Assignment; provided, however, that the respective obligations of SRC and PM under paragraphs 3, 4, 5 and 6 shall be binding upon you and us when this Letter of Intent is executed by you and returned to us.

     8.       Costs.   Whether or not the transactions contemplated hereby are consummated, each Party shall pay its own costs in connection with this Letter of Intent and the obligations contemplated thereby.

        If the foregoing meets with your approval, please execute it on behalf of the Company and return the duplicate to us, whereupon the letter shall constitute the Letter of Intent between us in accordance with the terms and conditions set forth above. We agree that facsimile signatures shall have the same force and effect as originals for all purposes intended hereby.

Respectfully submitted,

SYNERGY RESOURCES CORPORATION

By: /s/ William Scaff
William Scaff, Vice President

PETROLEUM MANAGEMENT LLC

By: /s/ Edward Holloway
Edward Holloway, Managing Member

EXHIBIT A — Prospects

Oil and Gas Leases currently owned by PM or its affiliates as to the following property:

1. South ½ of Section 16, Township 4 North, Range 67 West, Weld County, Colorado.

2. Northwest ¼ of Section 21, Township 5 North, Range 66 West, Weld County, Colorado.

3. Northwest ¼ of Section 4, Township 5 North, Range 66 West, Weld County, Colorado.

EX-99.1

Exhibit 99.1

BRISHLIN RESOURCES, INC.
5525 Erindale Drive, Suite 201
Colorado Springs, CO 80918

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS & PROXY STATEMENT
SEPTEMBER 8, 2008

To the Shareholders of Brishlin Resources, Inc.:

        NOTICE IS HEREBY GIVEN that a Special Meeting of the shareholders of Brishlin Resources, Inc. (“Brishlin” or the “Company”) will be held at the offices of the Company located at 5525 Erindale Drive, Suite 201, Colorado Springs, Colorado 80918 on the 8th day of September, 2008 at 10 o’clock, a.m. Mountain Time for the following purposes:

         1.        To consider and vote on a proposal to amend the Articles of Incorporation of the Company to effect a reverse split of the outstanding shares of the common stock of the Company, pursuant to which each ten shares of the Company’s pre-split common stock issued and outstanding as of the effective date of the reverse split will be exchanged for one share of the Company’s post-split common stock;

         2.        To consider and vote on a proposal to amend the Articles of Incorporation of the Company to change the name of the Company to Synergy Resources Corporation; and

         3.        To transact such other business as may properly come before the meeting or any adjournment(s) thereof.

        The Board of Directors of the Company (the “Board”) has unanimously approved the foregoing proposals and recommends that you vote in favor of the proposals. Whether or not you are personally able to attend the meeting, please complete, sign and date the enclosed proxy card and return it in the enclosed prepaid envelope as soon as possible. This action will not limit your right to vote in person if you do wish to attend the meeting and vote personally.

        The Board has fixed the close of business on August 27th, 2008 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting or any adjournment thereof. Shares of the common stock of the Company may be voted at the meeting only if the holder is present at the meeting in person or by valid proxy.

        The Board cordially invites you to attend the Special Meeting. Your attention is directed to the attached Proxy Statement for a discussion of the foregoing proposals.

By Order of the Board of Directors

_____________________________
Bill M. Conrad, Secretary
August 28th, 2008

IMPORTANT: IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE SPECIAL MEETING. THEREFORE, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

PROXY STATEMENT

        The Board of Directors (the “Board”) of Brishlin Resources, Inc., a Colorado corporation (“Brishlin”, the “Company”, “we” or “our”), is soliciting proxies to be used at a Special Meeting of Shareholders of the Company to be held at our offices located at 5525 Erindale Drive, Suite 201, Colorado Springs, Colorado 80918 on the 8th day of September, 2008 at 10 o’clock, a.m. Mountain Time (the “Special Meeting”) for the following purposes:

         1.        To consider and vote on a proposal to give the Board discretion to affect a reverse split of the outstanding shares of the common stock of the Company, pursuant to which each ten shares of the pre-split common stock issued and outstanding as of the effective date of the reverse split will be combined into one share of post-split common stock (the “Reverse Split”);

         2.        To consider and vote on a proposal to give the Board discretion to amend the Articles of Incorporation in order to change the name of the Company to Synergy Resources Corporation (the “Name Change”) and make other changes necessary to facilitate the foregoing proposals; and

         3.        To transact such other business as may properly come before the Special Meeting or any adjournment(s) thereof.

        If each of the proposals are approved, and subject to the discretion solicited at the Special Meeting, the Board intends to execute Articles of Amendment to the Articles of Incorporation of the Company at such time as is appropriate to affect the Name Change.

Background of the Proposals

        On August 27, 2008, the Company entered into an Agreement to Exchange Common Stock (the “Share Exchange Agreement”) with certain shareholders of Synergy Resources Corporation (the “Synergy Shareholders”). Upon the closing of the Share Exchange Agreement, Brishlin would acquire approximately 8,935,000 shares of the outstanding common stock of Synergy Resources Corporation from the Synergy Shareholders in exchange for 8,935,000 shares of post-split common stock of Brishlin (the “Share Exchange”). Synergy Resources would become a wholly-owned subsidiary of Brishlin. Under the terms of the Share Exchange Agreement, Brishlin will also issue substitute warrants and options to acquire shares of Brishlin common stock to certain Synergy Shareholders in exchange for Synergy warrants and options. Brishlin also will declare a dividend to its shareholders of record as of the closing consisting of one warrant to purchase one share of common stock for each post-split share of common stock outstanding, pending satisfaction of certain regulatory requirements, including obtaining an effective registration statement with the U.S. Securities and Exchange Commission. The proposals to affect the Reverse Split and amend the Company’s Articles of Incorporation are conditions of the Share Exchange. In the event that the Share Exchange transaction is not or likely will not be completed, the Company will not amend its Articles of Incorporation.

        The Board believes it is in the best interest of the Company and its shareholders to consummate the Share Exchange with the Synergy Shareholders. A consummation of the Share Exchange will allow Brishlin Resources, Inc. to accelerate its business plan by utilizing the long-term relationships, previously established by the current Synergy management, in order to obtain necessary leases and drill sites in an area that has long been sought after by current management. This area known as the D-J Basin has many positive attributes including a high drilling success rate and a quick drilling cycle. Most producing areas throughout the country are much less predictable and require much greater time and expense than in the D-J Basin. Synergy’s management believes that they can obtain more than sufficient drilling opportunities in the basin to create significant value for shareholders.

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        The capitalization of Brishlin before and after the Reverse Split and subsequent to the Share Exchange is as follows:

Brishlin shares outstanding prior to the Reverse Split:	10,380,000
Brishlin shares outstanding after the Reverse Split:	1,038,000	*
Brishlin shares to be issued in the Share Exchange	8,935,000
Brishlin shares outstanding after the Share Exchange:	9,973,000	**

*   does not account for shares which may be issued as a result of rounding fractions up to the nearest whole share

**   excludes 5,035,000 warrants and options to purchase shares of common stock to be issued to Synergy Shareholders and the warrants to be issued as a dividend to Brishlin shareholders

The effect of the Reverse Split and the Share Exchange will result in a change of control of the Company. Following the Share Exchange, certain of the Synergy Resources principals will be appointed as directors and our present executive officers, Raymond McElhaney and Bill Conrad, will resign. The Company will subsequently enter into consulting agreements with Messrs. McElhaney and Conrad.

        The Share Exchange Agreement may be terminated by either party if the Share Exchange is not completed on or before September 15, 2008. The Share Exchange Agreement may also be terminated if there has been a material misrepresentation, breach of warranty or breach of covenant by the other party.

About Synergy Resources Corporation

        Synergy Resources Corporation is a development stage oil and gas exploration company positioned for growth through plans for an aggressive program of drilling oil and gas wells in proven areas with a relatively predictable return and low risk history. Synergy will concentrate its initial efforts in a very prolific oil and gas producing area where management has long term hands-on experience known as the Denver-Julesburg Basin commonly referred to as the D-J Basin. Synergy’s management team has 25 plus years of experience in the drilling, producing, distribution and operations of oil and gas properties.

    Mr. Edward Holloway will become President and Chief Executive Officer. Mr. Holloway has been a leading oil and gas executive in the Rocky Mountain region for over 25 years. He co-founded Cache Exploration Inc., an oil and gas company that drilled over 300 wells, and sold its assets to LYCO Energy Corporation in 1987. He rebuilt Cache Exploration and sold the entire company to Southwest Energy a decade later. He then co-founded Petroleum Management, LLC and Petroleum Exploration & Management, LLC. Collectively, these companies distribute over 25 million gallons of fuel annually and own/operate over 70 oil and gas properties throughout Colorado and Wyoming. Mr. Holloway has particular expertise in the Denver-Julesburg Basin, having served on the Board of the Denver-Julesburg Petroleum Association.

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    Mr. William E. Scaff, Jr. will become the Vice-President and Chief Operating Officer. Mr. Scaff has over 20 years experience in all aspects of oil and gas finance, exploration, production and marketing. Previously, he oversaw financial and credit transactions for Dresser Industries, a Fortune 50 oilfield equipment company. After serving as an executive with TOTAL Petroleum, Mr. Scaff co-founded Petroleum Management, LLC, in 1997 and Petroleum Exploration & Management, LLC in 2001. Over the past decade, these companies have achieved significant success and have operated oil and gas properties as partners with some of the world’s largest energy companies. He is a recognized leader in oil field management and in operating wells to maximum efficiency and longevity. Mr. Scaff is on the Board of Trustees of the Colorado/Wyoming Petroleum Marketers Association.

Solicitation, Record Date and Voting Procedures 

        The solicitation of proxies will be conducted by mail and we will bear all attendant costs. These costs will include the expense of preparing and mailing proxy materials for the Special Meeting and reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation material regarding the Special Meeting to beneficial owners of our common stock. We may conduct further solicitation personally, telephonically or by facsimile through our officers, directors and regular employees, none of whom will receive additional compensation for assisting with the solicitation.

        The close of business on August 27th, 2008 has been fixed as the record date (the “Record Date”) for determining the holders of shares of our capital stock entitled to notice of and to vote at the Special Meeting. As of the close of business on the Record Date, we had 10,380,000 shares of common stock outstanding and entitled to vote at the Special Meeting. The presence at the Special Meeting of thirty-three and one third percent (33 1/3%) of these shares of common stock, either in person or by proxy, will constitute a quorum for the transaction of business at the Special Meeting. On all matters, each outstanding share of common stock on the Record Date is entitled to one vote.

        Under the Colorado Business Corporations Act (“CBCA”), an abstaining vote and a broker “non-vote” are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at the Special Meeting. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular matter because the nominee does not have the discretionary voting power with respect to that matter and has not received instructions from the beneficial owner. Broker “non-votes” and shares as to which proxy authority has been withheld with respect to any matter, are generally not deemed to be entitled to vote for purposes of determining whether shareholders’ approval of that matter has been obtained.

        All matters to be acted upon by the shareholders at the Special Meeting will require the affirmative vote of a majority of the votes cast at the Special Meeting. With respect to such matters, abstentions and broker non-votes will not count “FOR” or “AGAINST” the proposal being presented.

The Proxy

        The persons named as proxyholders, Raymond E. McElhaney and Bill M. Conrad, currently serve as executive officers of the Company. All shares represented by each properly executed, unrevoked proxy received in time for the Special Meeting will be voted in the manner specified therein. If no specification is made on the proxy as to any one or more of the proposals, shares of our common stock represented by the proxy will be voted as to each proposal for which no specification is given as follows: FOR the proposal to effect a reverse split of our common stock and FOR the amendment to the Articles of Incorporation to change the name of the Company. We presently do not know of any other business to be conducted at the Special Meeting.

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Revocability of Proxy

        If the shares of common stock are held in your name, you may revoke your proxy at any time before the proxy card is voted by: (i) delivering to the Company (to the attention of Bill Conrad, our Corporate Secretary), at the address of our principal executive offices, a written notice of revocation or a duly executed proxy bearing a later date, or (ii) attending the Special Meeting and voting in person. If your shares are held in “street name,” you should follow the directions provided by your broker regarding how to revoke your proxy. Your attendance at the Special Meeting after having executed and delivered a valid proxy card will not in and of itself constitute a revocation of your proxy. You will be required to give oral notice of your intention to vote in person to the inspector of elections at the Special Meeting.

PROPOSAL NO. 1

TO AFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK

Overview

        The Board has approved a proposal to provide it discretion to affect the Reverse Split of all outstanding shares of our common stock at an exchange ratio of one for ten in order to consummate the Share Exchange. The Board has recommended that this proposal be presented to our shareholders for approval. You are now being asked to vote to affect this Reverse Split such that each ten (10) outstanding shares of our common stock will be combined into one (1) share of our common stock. If the shareholders approve this proposal, the Board will have the sole discretion to affect the Reverse Split at any time. Any fractional shares resulting from the Reverse Split will be rounded up to the nearest whole share and such holder will have voting power relating to such rounded fractional share(s). The Board believes that shareholder approval of this discretion provides the Board with flexibility to act if and when required under the terms of the Share Exchange Agreement and, therefore, is in the best interests of Brishlin and its shareholders.

        If approved by the shareholders, and subject to the discretion of the Board, the Reverse Split will become effective following the requisite 10-day written notice to FINRA and any other necessary notification and upon notice to the shareholders by a press release and an 8-K filing with the Securities and Exchange Commission. In this event, the number of issued and outstanding shares of common stock would be reduced in accordance with the exchange ratio of 1 for 10. Except for adjustments that may result from the rounding up of fractional shares, each shareholder will hold the same percentage of our outstanding common stock immediately following the Reverse Split as such shareholder held immediately prior to the Reverse Split. The par value of our common stock would remain unchanged at $0.001 per share.

Reason for the Reverse Split

        As discussed above, the Board believes that the Reverse Split is desirable to enable the Company to complete the Share Exchange.

Board Discretion to Implement the Reverse Split

        If the Reverse Split is approved by our shareholders, it will be affected, if at all, only upon a determination by the Board that the Reverse Split is necessary.

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        Notwithstanding approval of the Reverse Split by the shareholders, the Board may, in its sole discretion, abandon the proposed Reverse Split if the Share Exchange is not consummated.

Effects of the Reverse Split

        After the effective date of the proposed Reverse Split, each shareholder will own a reduced number of shares of our common stock. However, the proposed Reverse Split will affect all of our shareholders equally and will not affect any shareholder’s percentage ownership interest in the Company, except to the extent that the Reverse Split results in any of our shareholders owning a fractional share as described below. Proportionate voting rights and other rights and preferences of the holders of our common stock will not be affected by the Reverse Split (other than as a result of the rounding of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of common stock immediately prior to the Reverse Split would continue to hold 2% of the voting power of the outstanding shares of common stock immediately after the Reverse Split. Each shareholder that owns fewer than ten shares of common stock or which holds a number of shares not divisible by 10 will have such shareholder’s fractional share rounded up to one share. The number of shareholders of record will not be affected by the proposed Reverse Split.

        Although the proposed Reverse Split will not affect the rights of shareholders or any shareholder’s proportionate equity interest in Brishlin, subject to the treatment of fractional shares, the number of authorized shares of common stock and preferred stock will not be reduced. This will increase significantly the ability of the Board to issue authorized and unissued shares without further shareholder action, including those shares to be issued as a result of the rounding of fractional shares and those to be issued in the Share Exchange. The issuance in the future of such additional authorized shares may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership and voting rights, of the currently outstanding shares of common stock.

        Our common stock is currently quoted on the Over the Counter Bulletin Board under the symbol “BRSH”. The effect of the Reverse Split upon the market price of our common stock cannot be predicted with any certainty, and the history of similar reverse stock split for companies in like circumstances is varied. It is possible that the per share price of our common stock after the reverse split will not rise in proportion to the reduction in the number of shares of our common stock outstanding resulting from the Reverse Split.

        The Reverse Split may result in some shareholders owning what are known as “odd lots” of less than 100 shares of common stock. Brokerage commissions and other costs of transactions in odd lots may be higher, particularly on a per share basis, than the cost of transactions in even multiples of 100 shares.

Effective Date

        The proposed Reverse Split would become effective as of 5:00 p.m., Mountain Time on such date as determined by the Board. On the effective date, shares of common stock issued and outstanding immediately prior thereto will be combined and converted, automatically and without any action on the part of the shareholders, into new shares of common stock in accordance with the reverse stock split ratio.

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Rounding of Fractional Shares

        No fractional shares of common stock will be issued as a result of the proposed Reverse Split. Instead, fractional shares will be rounded up to the nearest whole share. Shareholders who otherwise would be entitled to receive fractional shares will be entitled to receive one additional whole share. Holders who receive a whole share as a result of the rounding of any fractional shares after the effective date of the reverse split will have the same voting powers relating to such share as to any other shares of common stock.

Exchange of Stock Certificates

        As soon as practicable after the effective date, shareholders will be notified that the Reverse Split has been affected. Certificates of stock representing old shares may be exchanged for certificates representing new shares at the first time they are presented to the transfer agent for transfer after the proposal is implemented. However, there is no need for shareholders to deliver certificates to the transfer agent to exchange for new shares unless such shareholder will own less than one whole share after the split. For those shareholders holding fractional shares, you will receive a letter of transmittal from us specifying the procedures to follow to receive a new share certificate. Shareholders should not destroy any stock certificate and should not submit any certificates until requested to do so.

Accounting Consequences

        The par value per share of our common stock would remain unchanged at $0.001 per share after the reverse stock split. As a result and subject to adjustments for fractional shares rounded up to the nearest whole share, on the effective date of the reverse split, the stated capital on our balance sheet attributable to the common stock will be reduced proportionally, based on the exchange ratio of the reverse stock split, from its present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share common stock net income or loss and net book value will be increased because there will be fewer shares of our common stock outstanding. We do not anticipate that any other accounting consequences would arise as a result of the reverse stock split.

Dissenters’ Rights or Appraisal Rights

        Under the CBCA, shareholders are not entitled to dissenters’ rights with respect to the Reverse Split or the Name Change, and we will not independently provide shareholders with any such right.

Material Federal U.S. Income Tax Consequences of the Reverse Split

        The following is a summary of important tax considerations of the proposed Reverse Split. It addresses only shareholders who hold the pre-reverse split shares and post-reverse split shares as capital assets.  It does not purport to be complete and does not address shareholders subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities, mutual funds, foreign shareholders, shareholders who hold the pre-reverse split shares as part of a straddle, hedge or conversion transaction or other risk reduction strategy, shareholders who hold the pre-reverse split shares as qualified small business stock within the meaning of Section 1202 of the Internal Revenue Code of 1986, as amended (the “Code”), shareholders who are subject to the alternative minimum tax provisions of the Code and shareholders who acquired their pre-reverse split shares pursuant to the exercise of employee stock options or otherwise as compensation.  This summary is based upon current law, which may change, possibly even retroactively. It does not address tax considerations under state, local, foreign and other laws.  Furthermore, we have not obtained a ruling from the Internal Revenue Service or an opinion of legal or tax counsel with respect to the consequences of the reverse stock split.  Each shareholder is advised to consult his or her tax advisor as to his or her own situation.

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        The Reverse Split is intended to constitute a reorganization within the meaning of Section 368 of the Code.  Assuming the reverse split qualifies as a reorganization, a shareholder generally will not recognize gain or loss on the Reverse Split. The aggregate tax basis of the pre-reverse split shares will be allocated among the shares of the post-reverse split shares received on a pro-rata basis and the holding period of the post-reverse split shares received will include the holding period of the pre-reverse split shares exchanged. A holder of the pre-reverse split shares who have used the specific identification method to identify their basis in shares of common stock combined in the Reverse Split should consult their own tax advisors to determine their basis in the post-reverse split shares received.

        No gain or loss will be recognized by us as a result of the Reverse Split.

Required Vote

        The affirmative vote of a majority of shares cast at a meeting at which a quorum is present is required to approve the proposed Reverse Split. Abstentions and broker “non-votes” will not count “FOR” or “AGAINST” this proposal.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE PROPOSAL TO AFFECT A
REVERSE STOCK SPLIT OF OUR COMMON STOCK.

PROPOSAL NO. 2

APPROVAL OF AMENDMENT TO OUR ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY

Overview

        The Board has approved a proposal to give it discretion to amend our Articles of Incorporation to change the name of the Company to “Synergy Resources Corporation” subsequent to the Share Exchange. The Board has recommended that this proposal be presented to our shareholders for approval. You are now being asked to vote upon an amendment to our Articles of Incorporation to change the Company’s name. The Board believes that shareholder approval of the proposal provides the Board with flexibility to act if and when required under the terms of the Share Exchange Agreement and, therefore, is in the best interests of Brishlin and its shareholders.

Board Discretion to Implement the Name Change

        If the Name Change is approved by our shareholders, it will be affected, if at all, only as determined by the Board.

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        Notwithstanding approval of the Name Change by the shareholders, the Board may, in its sole discretion, abandon the proposed Name Change if the Share Exchange is not consummated.

Effective Date

        The proposed Name Change would become effective at such time as we file an amendment to our Articles of Incorporation with the office of the Colorado Secretary of State.  

Required Vote

        The affirmative vote of a majority of shares cast at a meeting at which a quorum is present is required to approve the amendment to the Articles of Incorporation to affect the Name Change. Abstentions and broker “non-votes” will not count “FOR” or “AGAINST” this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY.

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BRISHLIN RESOURCES, INC.
5525 Erindale Drive Suite 201
Colorado Springs, Colorado 80918

Proxy for Special Shareholder Meeting held September 8, 2008

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Raymond E. McElhaney or Bill M. Conrad as Proxy, with full power of substitution and revocation, the true and lawful attorney and proxy of the undersigned at the special meeting of shareholders of Brishlin Resources, Inc. (the “Company”) to be held September 8, 2008 at 10:00 a.m. (MDT), at 5525 Erindale Drive Suite 201, Colorado Springs, Colorado 80918, or any adjournments thereof, to vote the shares of common stock of the Company standing in the name of the undersigned on the books of the Company, or such shares of common stock of the Company as the undersigned may otherwise be entitled to vote on the record date with all powers the undersigned would possess if personally present at the meeting, with respect to the matters set forth below and described in the Notice of the special meeting of shareholders, and the accompanying Proxy Statement of the Company. Please fax to: 719-260-8516 or mail to: 5525 Erindale Drive Suite 201, Colorado Springs, Colorado 80918

        Please indicate your voting preference by checking the desired item and returning to the Company.

1. Approval to amend the Company’s Articles of Incorporation to effectuate a 10-to-1 reverse stock split of the Company’s outstanding common stock.

For ______                 Against ______                  Abstain ______

2. Approval to amend the Company’s Articles of Incorporation to change the Company’s name to Synergy Resources Corporation.

For ______                 Against ______                  Abstain ______

        The Board of Directors recommends a vote FOR proposal 1and 2. This Proxy will be voted as specified by the shareholder, but if no choice is specified, it will be voted FOR Proposals 1 and 2.

        Note: The proxy holder is authorized to vote in his discretion upon such other business as may properly come before the meeting or any adjournments and postponements thereof.

        Please sign exactly as your name appears on your certificate. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such and submit powers of attorney or other appropriate document. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

Dated ______________, 2008

Number of Shares Voted

Signature: _______________________________

Please Print or Type Your Name: ______________

_______________________________________ Signature: _______________________________

Please Print or Type Your Name: ______________

_______________________________________