American Natural Energy Corp.: Exhibit 10.1 - Filed by newsfilecorp.com





EXHIBIT 10.1

AMERICAN NATURAL ENERGY CORPORATION
(the
"Company")

2012 STOCK OPTION PLAN

1.            PURPOSE
OF THE PLAN

The Company hereby establishes a stock option plan for
directors, senior officers, Employees, Management Company Employees and
Consultants (as such terms are defined below) of the Company and its
subsidiaries (collectively "Eligible Persons"), to be known as the "Stock
Option Plan" (the "Plan"). The purpose of the Plan is to give to Eligible
Persons, as additional compensation, the opportunity to participate in the
success of the Company by granting to such individuals options, exercisable over
periods of up to maximum ten (10) years as determined by the board of directors
of the Company, to buy shares of the Company at a price not less than the Market
Price prevailing on the date the option is granted less the applicable discount,
if any, permitted by the policies of the Exchanges and approved by the Board.


2.            DEFINITIONS

In this Plan, the following terms shall
have the following meanings:

	2.1 	
      "Associate" means an "Associate" as defined in the
      TSX Policies.

	 	 	 
	2.2 	
      "Black-Out Period" means a period of time during
      which, pursuant to the policies of the Company, trading in Shares or
      Options is prohibited or restricted.

	 	 	 
	2.3 	
      "Board" means the board of directors of the
      Company as constituted from time to time.

	 	 	 
	2.4 	
      "Change of Control" means the acquisition by any
      person or by any person and all Joint Actors, whether directly or
      indirectly, of voting securities (as defined in the Securities Act) of the
      Company, which, when added to all other voting securities of the Company
      at the time held by such person or by such person and a Joint Actor,
      totals for the first time not less than fifty percent (50%) of the
      outstanding voting securities of the Company or the votes attached to
      those securities are sufficient, if exercised, to elect a majority of the
      Board.

	 	 	 
	2.5 	
      "Code" shall mean the U.S. Internal Revenue Code
      of 1986, as amended.

	 	 	 
	2.6 	
      "Company" means American Natural Energy
      Corporation and its successors.

	 	 	 
	2.7 	
      "Consultant" means a "Consultant" as defined in
      the TSX Policies.

	 	 	 
	2.8 	
      "Consultant Company" means a "Consultant Company"
      as defined in the TSX Policies.

	 	 	 
	2.9 	
      "Disability" means any disability with respect to
      an Optionee which the Board, in its sole and unfettered discretion,
      considers likely to prevent permanently the Optionee from:

	 	 	 
		(a) 	
      being employed or engaged by the Company, its
      subsidiaries or another employer, in a position the same as or similar to
      that in which he was last employed or engaged by the Company or its
      subsidiaries; or

	 	 	 
		(b) 	
      acting as a director or officer of the Company or its
      subsidiaries.

	 	 	 
	2.10 	
      "Discounted Market Price" of Shares means, if the
      Shares are listed only on the TSX Venture Exchange, the Market Price less
      the maximum discount permitted under the TSX Policy applicable to
      incentive stock options.








	2.11 	
      "Disinterested Shareholder Approval" means a
      majority of the votes attaching to shares voted at a meeting of
      shareholders of the Company, excluding the votes attaching to shares held
      by persons with an interest in the subject matter of the resolution, in
      accordance with TSX Policies.

	 	 
	2.12 	
      "Eligible Persons" has the meaning given to that
      term in section 1 hereof.

	 	 
	2.13 	
      "Employee" means an "Employee" as defined in the
      TSX Policies.

	 	 
	2.14 	
      "Exchanges" means the TSX Venture Exchange and, if
      applicable, any other stock exchange on which the Shares are
  listed.

	 	 
	2.15 	
      "Expiry Date" means, in respect of an Option, the
      date set by the Board under paragraph 3.1 of the Plan as the last date on
      which such Option may be exercised, as may be extended in accordance with
      paragraph 4.5 of the Plan.

	 	 
	2.16 	
      "Expiry Time" means, in respect of an Option,
      4:00pm Pacific Time on the Expiry Date of such Option.

	 	 
	2.17 	
      "Fair Market Value" shall mean, with respect to
      any property (including, without limitation, any Shares), the fair market
      value of such property determined by such methods or procedures as are
      established from time to time by the Board. Unless otherwise determined by
      the Board, the fair market value of a Share as of a given date will be the
      price at which the last recorded sale of a board lot of Shares took place
      on the Exchanges immediately preceding the Grant Date.

	 	 
	2.18 	
      "Grant Date" means, in respect of an Option, the
      date on which such Option is granted, as shall be specified in the Option
      Agreement for such Option.

	 	 
	2.19 	
      "Incentive Stock Option" shall mean an Option
      granted to a U.S. Participant that is intended to qualify as an "incentive
      stock option" within the meaning of section 422 of the Code.

	 	 
	2.20 	
      "Insider" means an "Insider" as defined in the TSX
      Policies.

	 	 
	2.21 	
      "Investor Relations Activities" means "Investor
      Relations Activities" as defined in the TSX Policies.

	 	 
	2.22 	
      "Joint Actor" means a person "acting jointly or in
      concert" with another person as that phrase is interpreted in Multilateral
      Instrument 62-104 Take-Over Bids and Issuer Bids.

	 	 
	2.23 	
      "Management Company Employee" means a "Management
      Company Employee" as defined in the TSX Policies.

	 	 
	2.24 	
      "Market Price" of Shares at any Grant Date means
      the last closing price per Share on the last day on which Shares were
      traded prior to the day on which the Company announces the grant of the
      Option or, if the grant is not announced, on the Grant Date, or if the
      Shares are not listed on any stock exchange, "Market Price" of Shares
      means the price per Share on the over-the-counter market determined by
      dividing the aggregate sale price of the Shares sold by the total number
      of such Shares so sold on the applicable market for the last day prior to
      the Grant Date.

	 	 
	2.25 	
      "Nonqualified Stock Option" shall mean an Option
      granted to a U.S. Participant that is not an Incentive Stock
  Option.

	 	 
	2.26 	
      "Option" means an option to purchase Shares
      granted pursuant to, or otherwise subject to, this Plan.

	 	 
	2.27 	
      "Option Agreement" means an agreement, in the form
      attached hereto as Schedule "A", whereby the Company grants to an Optionee
      an Option.








	2.28 	
      "Optionee" means each of the Eligible Persons
      granted an Option pursuant to this Plan and their heirs, executors and
      administrators.

	 	 
	2.29 	
      "Option Price" means the exercise price of an
      Option, being the per Share price at which the Optionee may acquire Option
      Shares pursuant to the exercise of such Option, such price to be specified
      in the Option Agreement for such Option, as may adjusted from time to time
      in accordance with the provisions of section 5.

	 	 
	2.30 	
      "Option Shares" means the aggregate number of
      Shares which an Optionee may purchase under an Option.

	 	 
	2.31 	
      "Plan" means this Stock Option Plan.

	 	 
	2.32 	
      "Shares" means the common shares in the capital of
      the Company as constituted on the Grant Date provided that, in the event
      of any adjustment pursuant to section 5, "Shares" shall thereafter mean
      the shares or other property resulting from the events giving rise to the
      adjustment.

	 	 
	2.33 	
      "Securities Act" means the Securities Act,
      R.S.B.C. 1996, c.418, as amended, as at the date hereof.

	 	 
	2.34 	
      "10% Shareholder" shall mean a person who owns
      (taking into account the constructive ownership rules under section 424(d)
      of the Code) more than 10% of the total combined voting power of all
      classes of shares of the Company (or of any parent or subsidiary of the
      Company within the meaning of section 424(e) and 424(f) of the
    Code).

	 	 
	2.35 	
      "TSX Policies" means the policies included in the
      TSX Venture Exchange Corporate Finance Manual and "TSX Policy" means any
      one of them.

	 	 
	2.36 	
      "Unissued Option Shares" means the number of
      Shares, at a particular time, which have been reserved for issuance upon
      the exercise of an Option but which have not been issued, as adjusted from
      time to time in accordance with the provisions of section 5, such
      adjustments to be cumulative.

	 	 
	2.37 	
      "U.S. Participant" shall mean an Optionee who is a
      U.S. citizen or a U.S. resident, in each case as defined in the
    Code.

	 	 
	2.38 	
      "U.S. Securities Act" shall mean the United States
      Securities Act of 1933, as amended.

	 	 
	2.39 	
      "Vested" means that an Option has become
      exercisable in respect of a number of Option Shares by the Optionee
      pursuant to the terms of the Option Agreement.



3.            GRANT
OF OPTIONS

3.1          Option
Terms

Pursuant to paragraph 7.3 of the Plan, the Board shall have the
authority to issue Options and set the terms of Options in accordance with the
terms of the Plan and applicable policies of the Exchanges. 

The Board may from time to time authorize the issue of Options
to Eligible Persons.Subject to the limitations in Section 6.2(a) applicable to
U.S. Participants and Section 6.3(c) applicable to Incentive Stock Options, the
Option Price for each Option shall be not less than the Discounted Market Price
on the Grant Date provided that if an Option is granted within 90 days of the
distribution of Shares by the Company pursuant to a prospectus, the Option Price
must be the greater of the Discounted Market Price and the per share price paid
for Shares acquired under such distribution. The 90 day period begins: (a) on
the date a final receipt is issued for the prospectus, or, in the case of an
initial public offering of Shares, on the date of listing of the Shares; or (ii)
in the case of a prospectus that qualifies the distribution of Shares upon the
exercise of special warrants, on the date of issuance of such special warrants.





The Expiry Date for each Option shall be set by the Board at
the time of issue of the Option and shall not be more than ten (10) years after
the Grant Date, subject to the operation of paragraph 4.5. Options shall not be
assignable (or transferable) by the Optionee. 

3.2          Previously
Granted Options

In the event that on the date this Plan is implemented and
effective (the "Effective Date") there are outstanding stock options (the
"Pre-Existing Options") that were previously granted by the Company
pursuant to any stock option plan in place prior to the Effective Date (a
"Pre-Existing Plan"), all such Pre-Existing Options shall, effective as
of the Effective Date, be governed by and subject to the terms of the Plan. 

3.3          Limits
on Shares Issuable on Exercise of Options

At the time of grant of any Option, the aggregate number of
Shares reserved for issuance under the Plan which may be made subject to Options
at any time and from time to time (including those issuable upon the exercise of
Pre-Existing Options) together with those Shares reserved for issuance at such
time under any other established or proposed share compensation arrangement of
the Company shall not exceed 10% of the total number of issued and outstanding
Shares, on a non-diluted basis, as constituted on the Grant Date of such Option.


Any Shares subject to an Option which has been granted under
the Plan and which has been subsequently cancelled or terminated in accordance
with the terms of the Plan, without having been exercised, will again be
available for issuance pursuant to the exercise of Options granted under the
Plan. 

The number of Shares which may be issuable under the Plan and
all of the Company's other previously established or proposed share compensation
arrangements, within a one-year period: 

	 	(a) 	
      to any one Optionee, shall not exceed 5% of the total
      number of issued and outstanding Shares on the Grant Date on a non-diluted
      basis, unless the Company and has obtained Disinterested Shareholder
      Approval;

	 	 	 
	 	(b) 	
      to Insiders as a group shall not exceed 10% of the total
      number of issued and outstanding Shares on the Grant Date on a non-diluted
      basis;

	 	 	 
	 	(c) 	
      to any one Consultant shall not exceed 2% of the total
      number of issued and outstanding Shares on the Grant Date on a non-diluted
      basis; and

	 	 	 
	 	(d) 	
      to all Eligible Persons who undertake Investor Relations
      Activities shall not exceed 2% in the aggregate of the total number of
      issued and outstanding Shares on the Grant Date on a non-diluted
    basis.



3.4          Option
Agreements

Each Option shall be confirmed by the execution of an Option
Agreement. Each Optionee shall have the option to purchase from the Company the
Option Shares at the time and in the manner set out in the Plan and in the
Option Agreement applicable to that Optionee. In respect of Options granted to
Employees, Consultants, Consultant Companies or Management Company Employees,
the Company is representing herein and in the applicable Option Agreement that
the Optionee is a bona fide Employee, Consultant, Consultant Company or
Management Company Employee, as the case may be, of the Company or its
subsidiary.

4.            EXERCISE
OF OPTION

4.1          When
Options May be Exercised

Subject to paragraphs 4.3, 4.4, 4.5 and 6.2, including, without
limitation: (i) any restriction (including vesting requirements) on the number
or percentage of Option Shares which may be purchased by the Optionee during any
particular time period; (ii) any restriction on the exercise of Options pursuant
to the requirements of a Black-Out Period or any regulatory authority having
jurisdiction; and (iii) termination of the Option in accordance with the terms
of the Plan, the unexercised portion of an Option may be exercised by the
Optionee in whole or in part at any time after the Grant Date up to the Expiry
Time and shall not be exercisable thereafter. 




4.2          Manner
of Exercise

The Option shall be exercisable by delivering to the Company
written notice specifying the number of Option Shares in respect of which the
Option is being exercised together with payment in full of the Option Price for
each such Option Share by way of certified cheque, bank draft, money order or
cash. Upon receipt of such notice and payment by the Company, there will be a
binding contract for the issue of the Option Shares in respect of which the
Option is exercised, upon and subject to the provisions of the Plan. Upon an
Optionee exercising an Option and paying the Company the aggregate purchase
price for the Option Shares in respect of which the Option has been exercised,
the Company shall as soon as practicable issue and deliver a certificate
representing the Shares so purchased. 

4.3          Vesting
of Option Shares

The Board, subject to the policies of the Exchanges, may
determine and impose terms upon which each Option shall become Vested in respect
of Option Shares. Unless otherwise specified by the Board at the time of
granting an Option, and subject to the other limits on Option grants set out in
paragraph 3.3 hereof, all Options granted under the Plan shall vest and become
exercisable in full upon grant, except Options granted to Consultants performing
Investor Relations Activities, which Options must vest in stages over twelve
months with no more than one-quarter of the Options vesting in any three month
period. Notwithstanding the foregoing, in the event that a Pre-Existing Plan
imposed vesting requirements on a Pre-Existing Option, such vesting requirements
must be satisfied before any such Pre-Existing Options shall become Vested.

4.4          Ceasing
to be an Eligible Person and Death

	 	a) 	
      Death or Disability

	 	 	 
	 		
      If an Optionee (or: (a) in the case of an Optionee that
      is not an individual, the person that controls such Optionee; or (b) in
      the case of an Optionee that is a Consultant Company, all of the
      individuals who provide services to the Company or its subsidiaries on
      behalf of such Consultant Company) shall die, any Option held by such
      Optionee at the date of death shall be exercisable in whole or in part
      only by the person or persons to whom the rights of the Optionee under the
      Option shall pass by the will of the Optionee or the laws of descent and
      distribution for a period ending on the earlier of: (a) one year after the
      date of death of the Optionee; and (b) the Expiry Time in respect of the
      Option, and then only to the extent that such Optionee was entitled to
      exercise the Option at the date of death of such Optionee.

	 	 	 
	 		
      If the Optionee ceases to be an Eligible Person, due to
      his or her Disability or, in the case of an Optionee that is a company,
      the Disability of the person who provides management or consulting
      services to the Company or to any entity controlled by the Company, any
      Option held by such Optionee at the date of Disability shall be
      exercisable in whole or in part for a period ending on the earlier of: (a)
      one year after the date of Disability of the Optionee; and (b) the Expiry
      Time in respect of the Option, and then only to the extent that such
      Optionee was entitled to exercise the Option at the date of Disability of
      such Optionee.

	 	 	 
	 	b) 	
      Termination For Cause

	 	 	 
	 		
      If the Optionee ceases to be an Eligible Person as a
      result of "termination for cause" of such Optionee
by the Company or its subsidiary (or in the case of an
      Optionee who is a Management Company Employee or Consultant, by the
      Optionee's employer), as that term is interpreted by the courts of the
      jurisdiction in which the Optionee is employed or engaged, any outstanding
      Option held by such Optionee on the date of such termination, whether in
      respect of Option Shares that are Vested or not, shall be cancelled as of
    that date.








	 	c) 	
      Early Retirement, Voluntary Resignation or Termination
      Other than For Cause

	 	 	 
	 		
      If the Optionee or, in the case of a Management Company
      Employee or a Consultant Company, the Optionee's employer, ceases to be an
      Eligible Person due to his or her retirement at the request of his or her
      employer earlier than the normal retirement date under the Company's
      retirement policy then in force, or due to his or her voluntary
      resignation, or to his or her termination by the Company or its subsidiary
      other than for cause (or, in the case of an Optionee who is a Management
      Company Employee or a Consultant, the termination of the company providing
      management or consultant services to the Company or its subsidiary), any
      outstanding Option then held by such Optionee shall be exercisable to
      acquire Vested Unissued Option Shares at any time up to but not after the
      earlier of: (i) the Expiry Time; and the date which is 90 days (30 days if
      the Optionee was engaged in Investor Relations Activities) after the
      Optionee or, in the case of a Management Company Employee or a Consultant
      Company, the Optionee's employer, ceases to be an Eligible Person.
      Notwithstanding the foregoing, the Board may, in its sole discretion if it
      determines such is in the best interests of the Company, extend this 90
      day termination date to a later date within a reasonable period not
      exceeding one year in accordance with Exchange Policy 4.4.

	 	 	 
	 	d) 	
      Spin-Out Transactions

	 	 	 
	 		
      If pursuant to the operation of sub-paragraph 5.3(c) an
      Optionee receives options (the "New Options") to purchase
      securities of another company (the "New Company") in respect of the
      Optionee's Options (the "Subject Options"), the New Options shall
      expire on the earlier of: (i) the Expiry Time of the Subject Options; (ii)
      if the Optionee does not become an Eligible Person in respect of the New
      Company, the date that the Subject Options expire pursuant to
      sub-paragraph 4.4(a), (b) or (c), as applicable; (iii) if the Optionee
      becomes an Eligible Person in respect of the New Company, the date that
      the New Options expire pursuant to the terms of the New Company's stock
      option plan that correspond to sub-paragraphs 4.4(a), (b) or (c) hereof;
      and (iv) the date that is one (1) year after the Optionee ceases to be an
      Eligible Person in respect of the New Company or such shorter period as
      determined by the Board.

	 	 	 
	 	e) 	
      Interpretation

	 	 	 
	 		
      For purposes of this paragraph 4.4, the dates of death,
      Disability, termination, retirement, voluntary resignation, ceasing to be
      an Eligible Person and incapacity shall be interpreted to be without
      regard to any period of notice (statutory or otherwise) or whether the
      Optionee or his or her estate continues thereafter to receive any
      compensatory payments from the Company or is paid salary by the Company in
      lieu of notice of termination. For greater certainty, an Option that had
      not become Vested in respect of certain Unissued Option Shares at the time
      that the relevant event referred to in this paragraph 4.4 occurred, shall
      not be or become vested or exercisable in respect of such Unissued Option
      Shares and shall be cancelled.



4.5          Extension
of Expiry Date During Black-Out Period

If the Expiry Date in respect of any Option occurs during or
within five (5) trading days following a BlackOut Period imposed by the Company,
the Expiry Date of the Option shall be automatically extended to the date that
is ten (10) trading days following the end of such Black-Out Period (the
"Extension Period"); provided that if an additional Black-Out Period is
subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end
of such additional Black-Out Period to enable the exercise of such Options
within ten (10) trading days following the end of the last imposed Black-Out
Period. 




4.6          Effect
of a Take-Over Bid

If a bona fide offer (an "Offer") for Shares is
made to the Optionee or to shareholders of the Company generally or to a class
of shareholders which includes the Optionee, which Offer, if accepted in whole
or in part, would result in the offeror becoming a control person of the
Company, within the meaning of subsection 1(1) of the Securities Act, the
Company shall, immediately upon receipt of notice of the Offer, notify each
Optionee of full particulars of the Offer, whereupon (subject to the approval of
the Exchanges) all Option Shares subject to such Option will become Vested and
the Option may be exercised in whole or in part by the Optionee so as to permit
the Optionee to tender the Option Shares received upon such exercise, pursuant
to the Offer. However, if: 

	 	(a) 	
      the Offer is not completed within the time specified
      therein; or

	 	 	 
	 	(b) 	
      all of the Option Shares tendered by the Optionee
      pursuant to the Offer are not taken up or paid for by the offeror in
      respect thereof,



then, subject to the limitations in Section 6.2(d) applicable
to U.S. Participants, the Option Shares received upon such exercise, or in the
case of sub-paragraph (b) above, the Option Shares that are not taken up and
paid for, may be returned by the Optionee to the Company and reinstated as
authorized but unissued Shares and with respect to such returned Option Shares,
the Option shall be reinstated as if it had not been exercised and the terms
upon which such Option Shares were to become Vested pursuant to paragraph 4.3
shall be reinstated. If any Option Shares are returned to the Company under this
paragraph 4.6, the Company shall immediately refund the exercise price to the
Optionee for such Option Shares. 

4.7          Acceleration
of Expiry Date

If at any time when an Option granted under the Plan remains
unexercised with respect to any Unissued Option Shares, an Offer is made by an
offeror, the Board may, upon notifying each Optionee of full particulars of the
Offer, declare all Option Shares issuable upon the exercise of Options granted
under the Plan, Vested, and declare that the Expiry Date for the exercise of all
unexercised Options granted under the Plan is accelerated so that all Options
will either be exercised or will expire prior to the date upon which Shares must
be tendered pursuant to the Offer, provided that any accelerated vesting of
Options granted to Consultants performing Investor Relations Activities shall be
subject to the prior written approval of the Exchanges. The Board shall give
each Optionee as much notice as possible of the acceleration of the Options
under this paragraph, except that not less than 5 business days’ and not
more than 35 days’ notice is required. 

4.8          Compulsory
Acquisition or Going Private Transaction

If and whenever, following a take-over bid or issuer bid, there
shall be a compulsory acquisition of the Shares of the Company pursuant to
Division 6 of the Business Corporations Act (British Columbia) or any
successor or similar legislation, or any amalgamation, merger or arrangement in
which securities acquired in a formal take-over bid may be voted under the
conditions described in Section 8.2 of Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions, then
following the date upon which such compulsory acquisition, amalgamation, merger
or arrangement is effective, an Optionee shall be entitled to receive, and shall
accept, for the same exercise price, in lieu of the number of Shares to which
such Optionee was theretofore entitled to purchase upon the exercise of his or
her Options, the aggregate amount of cash, shares, other securities or other
property which such Optionee would have been entitled to receive as a result of
such bid if he or she had tendered such number of Shares to the take-over
bid.

4.9          Effect
of a Change of Control

If a Change of Control occurs, all Option Shares subject to
each outstanding Option will become Vested, whereupon such Option may be
exercised in whole or in part by the Optionee, subject to the approval of the
Exchanges, if necessary.




4.10        Exclusion
From Severance Allowance, Retirement Allowance or Termination Settlement

If the Optionee retires, resigns or is terminated from
employment or engagement with the Company or any subsidiary of the Company
(including, in the case of a Management Company Employee or Consultant,
termination of the company providing such management or consulting services to
the Company or its subsidiary), the loss or limitation, if any, pursuant to the
Option Agreement with respect to the right to purchase Option Shares which were
not Vested at that time or which, if Vested, were cancelled, shall not give rise
to any right to damages and shall not be included in the calculation of nor form
any part of any severance allowance, retiring allowance or termination
settlement of any kind whatsoever in respect of such Optionee. 

4.11        Shares
Not Acquired

Any Unissued Option Shares not acquired by an Optionee under an
Option which has expired may be made the subject of a further Option pursuant to
the provisions of the Plan. 

5.            ADJUSTMENT
OF OPTION PRICE AND NUMBER OF OPTION SHARES

5.1          Share
Reorganization

Whenever the Company issues Shares to all or substantially all
holders of Shares by way of a stock dividend or other distribution, or
subdivides all outstanding Shares into a greater number of Shares, or combines
or consolidates all outstanding Shares into a lesser number of Shares (each of
such events being herein called a "Share Reorganization") then effective
immediately after the record date for such dividend or other distribution or the
effective date of such subdivision, combination or consolidation, for each
Option: 

	 	(a) 	
      the Option Price will be adjusted to a price per Share
      which is the product of:

	 	 	 	 
	 		(i) 	
      the Option Price in effect immediately before that
      effective date or record date; and

	 	 	 	 
	 		(ii) 	
      a fraction, the numerator of which is the total number of
      Shares outstanding on that effective date or record date before giving
      effect to the Share Reorganization, and the denominator of which is the
      total number of Shares that are or would be outstanding immediately after
      such effective date or record date after giving effect to the Share
      Reorganization; and

	 	 	 	 
	 	(b) 	
      the number of Unissued Option Shares will be adjusted by
      multiplying (i) the number of Unissued Option Shares immediately before
      such effective date or record date by (ii) a fraction which is the
      reciprocal of the fraction described in clause
(a)(ii).



5.2          Special
Distribution

Subject to the prior approval of the Exchanges, whenever the
Company issues by way of a dividend or otherwise distributes to all or
substantially all holders of Shares; 

	 	(a) 	
      shares of the Company, other than the Shares;

	 	 	 
	 	(b) 	
      evidences of indebtedness;

	 	 	 
	 	(c) 	
      any cash or other assets, excluding cash dividends (other
  than cash dividends which the Board has determined to be outside the normal course); or




	 	(d) 	
      rights, options or warrants;









then to the extent that such dividend or distribution does not
constitute a Share Reorganization (any of such non-excluded events being herein
called a "Special Distribution"), and effective immediately after the
record date at which holders of Shares are determined for purposes of the
Special Distribution, for each Option the Option Price will be reduced, and the
number of Unissued Option Shares will be correspondingly increased, by such
amount, if any, as is determined by the Board in its sole and unfettered
discretion to be appropriate in order to properly reflect any diminution in
value of the Option Shares as a result of such Special Distribution. 

5.3          Corporate
Organization

Whenever there is: 

	 	(a) 	
      a reclassification of outstanding Shares, a change of
      Shares into other shares or securities, or any other capital
      reorganization of the Company, other than as described in paragraphs 5.1
      or 5.2;

	 	 	 
	 	(b) 	
      a consolidation, merger or amalgamation of the Company
      with or into another corporation resulting in a reclassification of
      outstanding Shares into other shares or securities or a change of Shares
      into other shares or securities;

	 	 	 
	 	(c) 	
      an arrangement or other transaction under which, among
      other things, the business or assets of the Company become, collectively,
      the business and assets of two or more companies with the same shareholder
      group upon the distribution to the Company's shareholders, or the exchange
      with the Company's shareholders, of securities of the Company, or
      securities of another company, or both; or

	 	 	 
	 	(d) 	
      a transaction whereby all or substantially all of the
      Company's undertaking and assets become the property of another
      corporation;



(any such event being herein called a "Corporate
Reorganization") the Optionee will have an option to purchase (at the times,
for the consideration, and subject to the terms and conditions set out in the
Plan) and will accept on the exercise of such option, in lieu of the Unissued
Option Shares which he would otherwise have been entitled to purchase, the kind
and amount of shares or other securities or property that he would have been
entitled to receive as a result of the Corporate Reorganization if, on the
effective date thereof, he had been the holder of all Unissued Option Shares or
if appropriate, as otherwise determined by the Board. 

5.4          Determination
of Option Price and Number of Unissued Option Shares

If any questions arise at any time with respect to the Option
Price or number of Unissued Option Shares deliverable upon exercise of an Option
following a Share Reorganization, Special Distribution or Corporate
Reorganization, such questions shall be conclusively determined by the Company's
auditor, or, if they decline to so act, any other firm of Chartered Accountants
in Vancouver, British Columbia, that the Board may designate and who will have
access to all appropriate records and such determination will be binding upon
the Company and all Optionees.

5.5          Regulatory
Approval

Any adjustment to the Option Price or the number of Unissued
Option Shares purchasable under the Plan pursuant to the operation of any one of
paragraphs 5.1, 5.2 or 5.3 is subject to the approval of the Exchanges and any
other governmental authority having jurisdiction. 

6.            OPTIONS
GRANTED TO U.S. PARTICIPANTS

6.1          Maximum
Number of Shares for Incentive Stock Options

Notwithstanding any other provision of this Plan to the
  contrary (including, but not limited to, Section 3.3), the number of Shares
  available for granting Incentive Stock Options under the Plan may not exceed 10%
  of the total number of Shares outstanding on a non-diluted basis as of the later
  of: (i) date this Plan is initially adopted by the Board of Directors or (ii)
  the date the Plan is approved (or re-approved) by the shareholders of the
  Company, subject to adjustment in accordance with Article 5. 




6.2          Special
Requirements for Incentive Stock Options and Nonqualified Stock Options

The stock option agreement relating to any Option granted to a
U.S. Participant shall specify whether such Option is an Incentive Stock Option
or a Nonqualified Stock Option. If no such specification is made, the Option
will be (a) an Incentive Stock Option if all of the requirements under the Code
are satisfied or (b) in all other cases, a Nonqualified Stock Option. In
addition to the other provisions of this Plan (and notwithstanding any other
provision of this Plan to the contrary), the following limitations and
requirements will apply to any Option granted to a U.S. Participant: 

	 	(a) 	
      The exercise price payable per Share upon exercise of an
      Option will not be less than 100% of the Fair Market Value of a Share on
      the date of grant of such Option;

	 	 	 
	 	(b) 	
      The Company may use its reasonable efforts to ensure that
      any adjustment with respect to the exercise price for and number of Shares
      subject to an Option (including, but not limited to, the adjustments
      contemplated under Section 5) granted to a U.S. Participant pursuant to
      this Plan will be made so as to comply with, and not create any adverse
      consequences under, sections 424 and 409A of the Code;

	 	 	 
	 	(c) 	
      With respect to any extension of an Expiry Date in
      accordance with paragraph 4.5 of the Plan, the term "Black-Out Period"
      shall mean a period of time during which, pursuant to the policies of the
      Company that are reasonably designed to ensure compliance with applicable
      securities laws or rules of the Exchanges, trading in Shares or Options is
      prohibited or restricted; and

	 	 	 
	 	(d) 	
      With respect to the right of rescission provided in
      Section 4.6, such right shall be limited so as to comply with, and not to
      create any adverse consequences under, section 409A or any other provision
      of the Code.



6.3          Special
Requirements for Incentive Stock Options

In addition to the other provisions of this Plan (and
notwithstanding any other provision of this Plan to the contrary), the following
limitations and requirements will apply to an Incentive Stock Option: 

	 	(a) 	
      An Incentive Stock Option may be granted only to
      employees (including a director or officer who is also an employee) of the
      Company (or of any parent or subsidiary of the Company). For purposes of
      this Article 6, the term "employee" shall mean a person who is an employee
      for purposes of the Code and the terms "parent" and "subsidiary" shall
      have the meanings set forth in sections 424(e) and 424(f) of the
    Code;

	 	 	 
	 	(b) 	
      The Company will not grant Incentive Stock Options in
      which the aggregate Fair Market Value (determined as of the date of grant)
      of the Shares with respect to which Incentive Stock Options are
      exercisable for the first time by any U.S. Participant during any calendar
      year (under this Plan and all other plans of the Company and of any parent
      or subsidiary of the Company) exceeds US$100,000 or any limitation
      subsequently set forth in section 422(d) of the Code;

	 	 	 
	 	(c) 	
      The exercise price payable per Share upon exercise of an
      Incentive Stock Option will not be less than 100% of the Fair Market Value of a Share on the date of
      grant of such Incentive Stock Option; provided, however, that, in the case
      of the grant of an Incentive Stock Option to a U.S. Participant who, at
      the time such Incentive Stock Option is granted, is a 10% Shareholder, the
      exercise price payable per Share upon exercise of such Incentive Stock
      Option will be not less than 110% of the Fair Market Value of a Share on
  the date of grant of such Incentive Stock Option;








	 	(d) 	
      An Incentive Stock Option will terminate and no longer be
      exercisable no later than ten years after the date of grant of such
      Incentive Stock Option; provided, however, that in the case of a grant of
      an Incentive Stock Option to a U.S. Participant who, at the time such
      Incentive Stock Option is granted, is a 10% Shareholder, such Incentive
      Stock Option will terminate and no longer be exercisable no later than
      five years after the date of grant of such Incentive Stock
  Option;

	 	 	 
	 	(e) 	
      If a U.S. Participant who has been granted Incentive
      Stock Options ceases to be employed by the Company (or by any parent or
      subsidiary of the Corporation) for any reason, whether voluntary or
      involuntary, other than death, permanent disability or cause, such
      Incentive Stock Option shall be exercisable by the U.S. Participant (to
      the extent such Incentive Stock Option was Vested on the date of cessation
      of employment) at any time prior to the earlier of (i) the date that is
      three months after the date of cessation of employment or (ii) the
      expiration of the term of such Incentive Stock Option. If a U.S.
      Participant who has been granted Incentive Stock Options ceases to be
      employed by the Corporation (or by any parent or subsidiary of the
      Corporation) because of the death or permanent disability of such U.S.
      Participant, such U.S. Participant, such U.S. Participant's personal
      representatives or administrators, or any person or persons to whom such
      Incentive Stock Option is transferred by will or the applicable laws of
      descent and distribution, may exercise such Incentive Stock Option (to the
      extent such Incentive Stock Option was Vested on the date of death or
      permanent disability, as the case may be) at any time prior to the earlier
      of (i) the date that is one year after the date of death or permanent
      disability, as the case may be, or (ii) the expiration of the term of such
      Incentive Stock Option. If a U.S. Participant who has been granted
      Incentive Stock Options ceases to be employed by the Company (or by any
      parent or subsidiary of the Company) for cause, the right to exercise such
      Incentive Stock Option will terminate on the date of cessation of
      employment, unless otherwise determined by the directors. For purposes of
      this Article 6, the term "permanent disability" has the meaning assigned
      to that term in section 422(e)(3) of the Code;

	 	 	 
	 	(f) 	
      An Incentive Stock Option granted to a U.S. Participant
      may be exercised during such U.S. Participant's lifetime only by such U.S.
      Participant;

	 	 	 
	 	(g) 	
      An Incentive Stock Option granted to a U.S. Participant
      may not be transferred, assigned or pledged by such U.S. Participant,
      except by will or by the laws of descent and distribution; and

	 	 	 
	 	(h) 	
      No Incentive Stock Option will be granted more than ten
      years after the earlier of the date this Plan is adopted by the Board or
      the date this Plan is approved by the shareholders of the
  Company.



7.            MISCELLANEOUS

7.1          Right
to Employment

                Neither
this Plan nor any of the provisions hereof shall confer upon any Optionee any
right with respect to employment or continued employment with the Company or any
subsidiary of the Company or interfere in any way with the right of the Company
or any subsidiary of the Company to terminate such employment. 

7.2          Necessary
Approvals

                The
Plan shall be effective only upon the approval of the shareholders of the
Company given by way of an ordinary resolution. Any Options granted under this
Plan prior to such approval shall only be exercised upon the receipt of such
approval. Disinterested Shareholder Approval (as required by the Exchanges) will
be obtained for any reduction in the exercise price of any Option granted under
this Plan if the Optionee is an Insider of the Company at the time of the
proposed amendment. The obligation of the Company to sell and deliver Shares in
accordance with the Plan is subject to the approval of the Exchanges and any
governmental authority having jurisdiction. If any Shares cannot be issued to
any Optionee for any reason, including, without limitation, the failure to
obtain such approval, then the obligation of the Company to issue such Shares
shall terminate and any Option Price paid by an Optionee to the Company shall be
immediately refunded to the Optionee by the Company.




7.3          Administration
of the Plan

                The
Board shall, without limitation, have full and final authority in their
discretion, but subject to the express provisions of the Plan, to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to the Plan
and to make all other determinations deemed necessary or advisable in respect of
the Plan. Except as set forth in paragraph 5.4, the interpretation and
construction of any provision of the Plan by the Board shall be final and
conclusive. Administration of the Plan shall be the responsibility of the
appropriate officers of the Company and all costs in respect thereof shall be
paid by the Company. 

7.4          Withholding
Taxes

                The
Company or any subsidiary of the Company may take such steps as are considered
necessary or appropriate for the withholding and/or remittance of any taxes
which the Company or any subsidiary of the Company is required by any law or
regulation of any governmental authority whatsoever to withhold and/or remit in
connection with any Option or Option exercise including, without limiting the
generality of the foregoing, the withholding and/or remitting of all or any
portion of any payment or the withholding of the issue of Common Shares to be
issued upon the exercise of any Option until such time as the Optionee has paid
to the Company or any subsidiary of the Company (in addition to the exercise
price payable for the exercise of Options) the amount which the Company or
subsidiary of the Company reasonably determines is required to be withheld
and/or remitted with respect to such taxes. 

7.5          Amendments
to the Plan

                The
Board may from time to time, subject to applicable law and to the prior
approval, if required, of the shareholders, the Exchanges or any other
regulatory body having authority over the Company or the Plan, suspend,
terminate or discontinue the Plan at any time, or amend or revise the terms of
the Plan or of any Option granted under the Plan and the Option Agreement
relating thereto, provided that no such amendment, revision, suspension,
termination or discontinuance shall in any manner adversely affect any Option
previously granted to an Optionee under the Plan without the consent of that
Optionee. 

7.6          Form
of Notice

                A
notice given to the Company shall be in writing, signed by the Optionee and
delivered to the head business office of the Company. 

7.7          No
Representation or Warranty

                The
Company makes no representation or warranty as to the future market value of any
Shares issued in accordance with the provisions of the Plan. 

7.8          Compliance
with Applicable Law

                If
any provision of the Plan or any Option Agreement contravenes any law or any
order, policy, by-law or regulation of any regulatory body or Exchange having
authority over the Company or the Plan, then such provision shall be deemed to
be amended to the extent required to bring such provision into compliance
therewith. 




7.9          No
Assignment

                No
Optionee may assign any of his or her rights under the Plan or any option
granted thereunder. 

7.10        Rights
of Optionees

               
An Optionee shall have no rights whatsoever as a shareholder of the
Company in respect of any of the Unissued Option Shares (including, without
limitation, voting rights or any right to receive dividends, warrants or rights
under any rights offering). 

7.11        Conflict

                In
the event of any conflict between the provisions of this Plan and an Option
Agreement, the provisions of this Plan shall govern. 

7.12        Governing
Law

                The
Plan and each Option Agreement issued pursuant to the Plan shall be governed by
the laws of the province of British Columbia. 

7.13        Time of
Essence

                Time
is of the essence of this Plan and of each Option Agreement. No extension of
time will be deemed to be or to operate as a waiver of the essentiality of time.


7.14        Entire
Agreement

                This
Plan and the Option Agreement sets out the entire agreement between the Company
and the Optionees relative to the subject matter hereof and supersedes all prior
agreements, undertakings and understandings, whether oral or written. 

Approved by the Board of Directors on ●, 2012






SCHEDULE "A"

AMERICAN NATURAL ENERGY CORPORATION 

STOCK OPTION PLAN - OPTION AGREEMENT 

[The following legend is required in respect of Options with
  an Option Price based on the Discounted Market Price: Without prior
    written approval of the TSX Venture Exchange and compliance with all applicable
    securities legislation, the securities represented by this agreement and any
    securities issued upon exercise thereof may not be sold, transferred,
    hypothecated or otherwise traded on or through the facilities of the TSX Venture
    Exchange or otherwise in Canada or to or for the benefit of a Canadian resident
    until ●, [four months and one day after the date of
      grant].

     This Option Agreement is entered
into between ● (the "Company") and the Optionee named below pursuant to the
Company's Stock Option Plan (the "Plan"), a copy of which is attached hereto,
and confirms that: 

	1. 	
      on ●, ● (the "Grant Date");

	 	 
	2. 	
      ● (the "Optionee");

	 	 
	3. 	
      was granted the option (the "Option") to purchase ●
  Common Shares (the "Option Shares") of the Company;

	 	 
	4. 	
      for the price (the "Option Price") of $● per share;
      [For U.S. Participants, Option Price may not be less than Fair Market
      Value as of the Grant Date]

	 	 
	5. 	
      which shall be exercisable immediately commencing on the
      Grant Date [OR set forth applicable vesting schedule];

	 	 
	6. 	
      terminating on the ●, ● (the "Expiry
Date");



all on the terms and subject to the conditions set out in the
Plan. For greater certainty, Option Shares continue to be exercisable until the
termination or cancellation thereof as provided in this Option Agreement and the
Plan. 

     The Optionee acknowledges that
any Option Shares received by him upon exercise of the Option have not been
registered under the United States Securities Act of 1933, as amended, or
the Blue Sky laws of any state (collectively, the "Securities Acts"). The
Optionee acknowledges and understands that the Company is under no obligation to
register, under the Securities Acts, the Option Shares received by him or to
assist him in complying with any exemption from such registration if he should
at a later date wish to dispose of the Option Shares. 

[Following to be included in Option Agreements with "U.S.
Persons" - The Optionee acknowledges that the Option Shares shall bear a
legend restricting the transferability thereof, such legend to be substantially
in the following form: 

"The shares represented by this certificate have not been
registered or qualified under the United States Securities Act of 1933, as
amended or state securities laws. The shares may not be offered for sale, sold,
pledged or otherwise disposed of unless so registered or qualified, unless an
exemption exists or unless such disposition is not subject to U.S. federal or
state securities laws, and the Company may require that the availability of any
exemption or the inapplicability of such securities laws be established by an
opinion of counsel, which opinion of counsel shall be reasonably satisfactory to
the Company."]

     To the extent that the Option is
potentially subject to taxation under either Canada or the U.S. or both
jurisdictions, the Optionee acknowledges that the Optionee has had adequate
opportunity to obtain advice of independent tax counsel with respect to the tax
treatment of the Option (including federal, state and provincial, as
applicable). Furthermore, non-U.S. Optionees who are granted Options that are
not subject to the restrictions applicable to U.S. Participants but who
subsequently become subject to U.S. source income are strongly encouraged to
seek advice of independent tax counsel to determine the applicability of U.S tax
law to such Options. 





     By signing this Option Agreement,
the Optionee acknowledges that the Optionee has read and understands the Plan
and agrees to the terms and conditions of the Plan and this Option Agreement.


Acknowledgement – Personal Information 

The Optionee hereby acknowledges and consents to: 

	(a) 	
      the disclosure to the TSX Venture Exchange and all other
      regulatory authorities of all personal information of the undersigned
      obtained by the Company; and






	(b) 	
      the collection, use and disclosure of such personal
      information by the TSX Venture Exchange and all other regulatory
      authorities in accordance with their requirements, including the provision
      to third party service providers, from time to
time.



            IN
WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the
● day of ●, ●. 

		 	●
		 	Per: 	  
	Signature 	 	 	Authorized Signatory 
	 	 	 	 
	 	 	 	 
	Print Name 	 	 	  
	 	 	 	 
	 	 	 	 
	Address