ZODIAC EXPLORATION INC.

STOCK OPTION PLAN

SEPTEMBER 28, 2010

1.	Purpose

The purpose of the
Stock Option Plan (the “Plan”) of Zodiac Exploration Inc., a corporation incorporated under the Business
Corporations Act (Alberta) (the “Corporation”) is to advance the interests of the Corporation by encouraging
the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire
common shares in the share capital of the Corporation (the “Shares”), thereby increasing their proprietary interest
in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in
their efforts on behalf of the Corporation in the conduct of its affairs.

2.	Administration

The Plan shall be
administered by the Board of Directors of the Corporation or by a special committee of the directors appointed from time to time
by the Board of Directors of the Corporation pursuant to rules of procedure fixed by the Board of Directors (such committee or,
if no such committee is appointed, the Board of Directors of the Corporation, is hereinafter referred to as the “Board”).
A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which
a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions
of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered into thereunder,
to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules
and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the
Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the Plan
and on their legal personal representatives and beneficiaries.

Each option granted
hereunder may be evidenced by an agreement in writing, signed on behalf of the Corporation and by the optionee, in such form as
the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.

Each option granted
by the Corporation prior to the date of the approval of the Plan by the shareholders of the Corporation, including options granted
under previously approved stock option plans of the Corporation, be and are continued under and shall be subject to the terms of
the Plan after the Plan has been approved by the shareholders of the Corporation.

3.	Stock Exchange Rules

All options granted
pursuant to this Plan shall be subject to rules and policies of any stock exchange or exchanges on which the Shares of the Corporation
are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the “Exchange”).

4.	Shares Subject to Plan

Subject to adjustment
as provided in Section 15 hereof, the Shares to be offered under the Plan shall consist of Shares of the Corporation's authorized
but unissued Shares. The aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not
exceed 10% of the issued and outstanding Shares of the Corporation from time to time. If any option granted hereunder shall expire
or terminate for any reason in accordance with the terms of the Plan without being exercised, the unpurchased Shares subject thereto
shall again be available for the purpose of this Plan.









5.	Maintenance of Sufficient Capital

The Corporation
shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy
the requirements of the Plan.

6.	Eligibility and Participation

Directors, officers,
consultants, and employees of the Corporation or its subsidiaries, and employees of a person or company which provides management
services to the Corporation or its subsidiaries (“Management Company Employees”) shall be eligible for selection
to participate in the Plan (such persons hereinafter collectively referred to as “Participants”). Subject to
compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated
entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant.

Subject to the terms
hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements,
the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each option. In
the case of employees or consultants of the Corporation or Management Company Employees, the option agreements to which they are
party must contain a representation of the Corporation that such employee, consultant or Management Company Employee, as the case
may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its subsidiaries.

A Participant who
has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange,
be granted an additional option or options if the Board shall so determine.

7.	Exercise Price

| | (a) | Options may be exercised at a price that shall be fixed by the Board at the time that the option
is granted. No option shall be granted with an exercise price at a discount to the market price. The market price shall be the
closing price of the Shares on the Exchange on the first day preceding the date of grant on which at least one board lot of Shares
traded.
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| | (b) | Once the exercise price has been determined by the Board, accepted by the Exchange and the option
has been granted, the exercise price of an option may be reduced upon receipt of Board approval, provided that in the case of options
held by insiders of the Corporation (as defined in the policies of the Exchange), the exercise price of an option may be reduced
only if disinterested shareholder approval is obtained.
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8.	Number of Optioned Shares

| | (a) | The aggregate number of Shares that may be issued pursuant to the exercise of Options awarded under
the Plan and all other security based compensation arrangements of the Corporation is 10% of the issued and outstanding Shares
from time to time, subject to the following additional limitations:
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(i)	the
aggregate number of Shares reserved for issuance to any one person under the Plan, together with all other security based compensation
arrangements of the Corporation, must not exceed 5% of the then outstanding Shares (on a non-diluted basis);

(ii)	in
the aggregate, no more than 10% of the issued and outstanding Shares (on a non-diluted basis) may be reserved at any time for insiders
as defined in subsection 1(i) of the Securities Act (Alberta) and includes an associate, as defined in subsection 1(a.1) of the
Securities Act (Alberta) (“Insider(s)”) under the Plan, together with all other security based compensation
arrangements of the Corporation;









(iii)	the
number of securities of the Corporation issued to Insiders, within any one year period, under all security based compensation arrangements,
cannot exceed 10% of the issued and outstanding Shares;

(iv)	Options
shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued Shares of the Corporation
in any twelve-month period to any one consultant of the Corporation (or any of its subsidiaries); and

(v)	Options
shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued Shares of the Corporation
in any twelve month period to persons employed to provide investor relations activities. Options granted to Consultants performing
investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than
1⁄4 of the options vesting in any 3 month period.

| | (b) | The number of Shares subject to an option granted to any one Participant shall be determined by
the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.
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9.	Duration of Option

Each option and
all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier
termination as provided in Sections 11 and 12, provided that in no circumstances shall the duration of an option exceed the maximum
term permitted by the Exchange. For greater certainty, if the Corporation is listed on the TSX Venture Exchange Inc. (“TSX
Venture”), the maximum term may not exceed 10 years. The TSX does not impose a maximum term for the duration of an option.

Should the expiry
date of an Option fall within a Black Out Period or within nine business days following the expiration of a Black Out Period, such
expiry date of the Option shall be automatically extended without any further act or formality to that date which is the tenth
business day after the end of the Black Out Period, such tenth business day to be considered the expiry date for such Option for
all purposes under the Plan. The ten business day period referred to in this paragraph may not be extended by the Board.

“Black Out
Period” means the period during which the relevant Participant is prohibited from exercising an Option due to trading restrictions
imposed by the Corporation pursuant to any policy of the Corporation respecting restrictions on trading that is in effect at that
time.

10.	Option Period, Consideration
and Payment

| | (a) | The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted
by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 11 and 12
covering cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries,
or death of the Participant.
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| | (b) | Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion,
determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.
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| | (c) | Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or
in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised
under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.
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| | (d) | Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is
at the time of such exercise a director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management
Company Employee of the Corporation or any of its subsidiaries.
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| | (e) | The exercise of any option will be contingent upon receipt by the Corporation at its head office
of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied
by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is
exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of
any Shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under the Plan are issued
to him or them under the terms of the Plan.
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11.	Ceasing To Be a Director,
Officer, Consultant or Employee

If a Participant
shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management
Company Employee, for any reason (other than death), such Participant may exercise his option to the extent
that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90
days after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee, subject to
extension at the discretion of the Board, unless such Participant was engaged in investor relations activities, in which case such
exercise must occur within 30 days after the cessation of the Participant's services to the Corporation, subject to extension at
the discretion of the Board.

Nothing contained
in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to
continuance as a director, officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries
or affiliates.



12.	Death of Participant

Notwithstanding
section 11, in the event of the death of a Participant, the option previously granted to him shall be exercisable only within the
one (1) year after such death and then only:

| | (a) | by the person or persons to whom the Participant's rights under the option shall pass by the Participant's
will or the laws of descent and distribution; and
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| | (b) | if and to the extent that such Participant was entitled to exercise the Option at the date of his
death.
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13.	Rights of Optionee

No person entitled
to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in
respect of any Shares issuable upon exercise of such option until certificates representing such Shares shall have been issued
and delivered.

14.	Proceeds from Sale of Shares

The proceeds from
the sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and shall thereafter
be used from time to time for such corporate purposes as the Board may determine.

15.	Adjustments









If the outstanding
Shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities
of the Corporation or another Corporation or entity through re-organization, merger, re-capitalization, re-classification,
stock dividend, subdivision or consolidation, or any adjustment relating to the Shares optioned or issued on exercise of options,
or the exercise price per share as set forth in the respective stock option agreements, shall be adjusted in accordance to the
terms of such agreements.

Adjustments under
this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall
be final, binding and conclusive. No fractional Share shall be required to be issued under the Plan on any such adjustment.

16.	Transferability

All benefits, rights
and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable
unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any
benefits, rights and options may only be exercised by the Participant.

17.	Amendment and Termination
of Plan

The Board may terminate
or discontinue the Plan at any time without the consent of the Participants provided that such termination or discontinuance shall
not alter or impair any Option previously granted under the Plan.

The Board may by
resolution amend this Plan and any Options granted under it without shareholder approval, however, the Board will not be entitled,
in the absence of shareholder and Exchange approval, to:

| | (a) | reduce the exercise price of an Option held by an Insider of the Corporation;
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| | (b) | extend the expiry date of an Option held by an Insider of the Corporation (subject to such date
being extended by virtue of paragraph 9 above)
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| | (c) | amend the limitations on the maximum number of Shares reserved or issued to Insiders under paragraphs
8(a)(ii) and 8(a)(iii) hereof;
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| | (d) | increase the maximum number of Shares issuable pursuant to this Plan; or
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| | (f) | amend the amendment provisions of this Plan under this Article 17.
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Where shareholder approval is sought
for amendments under subsections (a), (b) and (c) above, the votes attached to Shares held directly or indirectly by Insiders benefiting
from the amendments will be excluded.

18.	Necessary Approvals

The ability of a
Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with the Plan is
subject to any approvals which may be required from shareholders of the Corporation and any regulatory authority or stock exchange
having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason,
the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation will
be returned to the Participant.

19.	Effective Date of Plan

The Plan has been
adopted by the Board of the Corporation subject to the approval of the Exchange and, if so approved, subject to the discretion
of the Board, the Plan shall become effective upon such approvals being obtained.









20.	Interpretation

The Plan will be
governed by and construed in accordance with the laws of the Province of Alberta.