Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F



|o  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|-- | ----------------------------------------------------------------------------------------------
|OR
|x  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934          
|   |                                                                                               
|   | For the fiscal year ended December 31, 2017                                                   

|OR
|--
|o 
|  

|OR
|--
|o 
|  



Commission file number: 000-500934

STRATA OIL & GAS INC.

(Exact name of Registrant as specified in
its charter)



Alberta, Canada

(Jurisdiction of incorporation or organization)



10010 - 98 Street
PO Box 7770
Peace River, AB
T8S 1T3

(Address of principal executive offices)



877-237-5443



Securities registered pursuant to Section
12(b) of the Act:

None



Securities registered pursuant to Section
12(g) of the Act:

Common Stock

(Title of Class)



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: None



Indicate the number of outstanding shares
of each of the issuer's classes of capital or common stock as of the close of the period covered by the Annual Report:



The registrant
has one class of Common Stock with 15,853,719 shares outstanding at December 31, 2017 and 16,593,719 as of March 26, 2018. No preferred
shares are issued and outstanding.



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒



If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. Yes ☒ No ☐



Note – Checking the box above will
not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from
their obligations under those Sections.



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days. Yes ☒ No ☐



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes ☒ No ☐



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.



|Large accelerated filer ☐ | Accelerated filer ☐      
|------------------------- | -------------------------
|Non-accelerated filer ☒   | Emerging growth company ☐



If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.
☐



Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐
|----------- | ------------------------------------------------------------------------------------------------------- | -------



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒



















STRATA OIL & GAS INC.



FORM 20-F ANNUAL REPORT 2017



TABLE OF CONTENTS



|Oil and Gas Glossary
|--------------------
|Introduction        
|                    
|Part I              
|                    
|Item 1.             
|Item 2.             
|Item 3.             
|Item 4.             
|Item 4A.            
|Item 5.             
|Item 6.             
|Item 7.             
|Item 8.             
|Item 9.             
|Item 10.            
|Item 11.            
|Item 12.            
|                    
|                    
|Part II             
|                    
|Item 13.            
|Item 14.            
|Item 15.            
|Item 16A.           
|Item 16B.           
|Item 16C.           
|Item 16D.           
|Item 16E.           
|Item 16F.           
|Item 16G.           
|Item 16H.           
|                    
|                    
|Part III            
|                    
|Item 17.            
|Item 18.            
|Item 19.            
|                    
|Signature Page      
|                    
|Certifications      











i







OIL AND GAS GLOSSARY

|Term              | Definition                                                                                                                                                                                                                                                                                                                             
|----------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                                                                                                                                                                                                                                        
|Basin             | A depressed area where sediments have accumulated during geologic time and considered to be prospective for oil and gas deposits                                                                                                                                                                                                       
|Bitumen           | Heavy, viscous crude oil                                                                                                                                                                                                                                                                                                               
|Bluesky Formation | The Bluesky is fine to medium grained, usually glauconitic, partly calcareous or sideritic, salt and pepper sandstone with fair porosity. Chert granules and pebbles occur near the top, with thin shale interbedded throughout. The thickness is 0-46 meters in the Peace River plains subsurface. It thins to the south and southeast
|CHOPS             | Cold Heavy Oil Production with Sand                                                                                                                                                                                                                                                                                                    
|Carboniferous     | A series of stratified rocks and associated volcanic rocks which occur above the Devonian or Old Sandstone and below the Permian or Triassic systems belonging to the Carboniferous period                                                                                                                                             
|Cretaceous Period | A period occuring subsequent to the Jurassic period                                                                                                                                                                                                                                                                                    
|Debolt Formation  | Lies above the Elkton Formation and ranges from mid-to-upper Visean in age                                                                                                                                                                                                                                                             
|Development       | The phase in which a proven oil or gas field is brought into production by drilling production (development) wells                                                                                                                                                                                                                     
|Drilling          | The using of a rig and crew for the drilling, suspension, production testing, capping, plugging and abandoning, deepening, plugging back, sidetracking, re-drilling or reconditioning of a well                                                                                                                                        
|Drilling Logs     | Recorded observations made of rock chips cut from the formation by the drill bit, and brought to the surface with the mud, as well as rate of penetration of the drill bit through rock formations. Used by geologists to obtain formation data                                                                                        
|Exploration       | The phase of operations which covers the search for oil or gas by carrying out detailed geological and geophysical surveys followed up where appropriate by exploratory drilling. Compare to "Development" phase                                                                                                                       
|Jurassic Period   | A period occurring subsequent to the Carboniferous period but prior to the Cretaceous period                                                                                                                                                                                                                                           
|Mineral Lease     | A legal instrument executed by a mineral owner granting exclusive right to another to explore, drill and produce oil and gas from a piece of land                                                                                                                                                                                      
|Porosity          | The ratio of the volume of void spaces in a rock or sediment to the total volume of the rock or sediment                                                                                                                                                                                                                               
|Reserves          | Generally the amount of oil or gas in a particular reservoir that is available for production                                                                                                                                                                                                                                          
|Reservoir         | The underground rock formation where oil and gas has accumulated. It consists of a porous rock to hold the oil or gas, and a cap rock that prevents its escape.                                                                                                                                                                        























ii







FORWARD-LOOKING STATEMENTS



This Annual Report on Form 20-F contains
forward-looking information. Forward-looking information includes statements relating to future actions, prospective products,
future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates,
outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives
of management of Strata Oil & Gas Inc. (hereinafter referred to as the “Company,” “Strata” or “we”)
and other matters. Forward-looking information may be included in this Annual Report on Form 20-F or may be incorporated by reference
from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. One can find many
of these statements by looking for words including, for example, “believes,” “expects,” “anticipates,”
“estimates” or similar expressions in this Annual Report on Form 20-F or in documents incorporated by reference in
this Annual Report on Form 20-F. The Company undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information or future events, except as required by applicable law.



The Company has based the forward-looking
statements relating to the Company’s operations on management’s current expectations, estimates and projections about
the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially
from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including,
but not limited to general economic and business conditions, competition, and other factors, including those described in Item
3.D. “Risk Factors.”





















iii







PART I



Item 1. Identity of Directors, Senior Management and Advisers



Not applicable.



Item 2. Offer Statistics and Expected Timetable



Not applicable.



Item 3. Key Information



A. Selected Financial Data



The following sets forth selected financial
information of Strata Oil & Gas Inc. prepared in accordance with accounting principles generally accepted in the United States
for the fiscal years ended December 31, 2017, 2016, 2015, 2014 and 2013.



The selected financial information and
operating information may not be indicative of Strata’s future performance and should be read in conjunction with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” The selected financial data set forth below has
been extracted from, and is qualified by reference, to the audited financial statements included herein at Item 18.



SELECTED OPERATIONS DATA

(in U.S. dollars)



| |  | Strata Oil & Gas Inc.    | 
| |  | ------------------------ | 
| |  | Years Ended December 31, | 

|                                                             |  |      |           
|------------------------------------------------------------ |  | ---- | ----------
|                                                             |  | 2017 |           
|Revenue                                                      |  | $    | –         
|Operating Expenses                                           |  |      | 301,336   
|Other income (expense), net                                  |  |      | 581,297   
|Net income (loss)                                            |  | $    | 279,961   
|                                                             |  |      |           
|Basic income (loss) per common share:                        |  | $    | 0.02      
|Diluted income (loss) per common share:                      |  | $    | 0.02      
|Basic weighted average number of common shares outstanding   |  |      | 14,880,909
|Diluted weighted average number of common shares outstanding |  |      | 14,880,909





BALANCE SHEET DATA

(in U.S. Dollars)



|                                           |  | Strata Oil & Gas Inc. |            
|------------------------------------------ |  | --------------------- | -----------
|                                           |  | December 31,          |            
|                                           |  | 2017                  |            
|                                           |  |                       |            
|Cash and cash equivalents                  |  | $                     | 18,591     
|Other current assets                       |  |                       | 945        
|Reclamation deposits                       |  |                       | 96,738     
|Oil and gas property interests             |  |                       | –          
|Total assets                               |  |                       | 116,274    
|Current liabilities                        |  |                       | 372,588    
|Asset retirement obligations               |  |                       | 163,020    
|Additional paid-in capital                 |  |                       | 23,232,255 
|(Accumulated deficit) retained earnings    |  |                       | (23,245,776
|Accumulated other comprehensive income     |  |                       | (405,813   
|Total liabilities and stockholders’ equity |  |                       | 116,274    











1







Dividends



We have never paid or declared dividends on our shares of common
stock.



Exchange Rates



In this Annual Report, unless otherwise
specified, all dollar amounts are expressed in United States Dollars (USD$). The Government of Canada permits a floating exchange
rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$), therefore, this Annual Report may contain conversions
of certain amounts in United States dollars into the Company’s functional currency, Canadian dollars, based upon the exchange
rate in effect at the end of the month or of the fiscal year to which the amount relates, or the exchange rate on the date specified.
For such purposes, the exchange rate means the daily noon historical exchange rate as reported online by the Bank of Canada at
http://www.bankofcanada.ca/rates/exchange/daily-exchange-rates-lookup/ “U.S dollar (noon)”. These translations should
not be construed as representations that the Canadian dollar amounts actually represent such United States dollar amounts or that
Canadian dollars could be converted into United States dollars at the rate indicated or at any other rate.



The following table sets forth the exchange
rates for the Canadian Dollar at the end of each of the five fiscal years ended December 31, 2017, 2016, 2015, 2014 and 2013, and
the average rates for the period and the range of high and low rates for the period. The data for March 2018 and for each
month during the most recent six months is also provided.



Exchange Rates for Canadian Versus U.S. Dollars



The exchange rate as of December 31, 2017
was CDN $1.25 per U.S. $1.00.



The exchange rate as of March 26, 2018
was CDN $1.29 per U.S. $1.00.



Exchange Rates for Canadian Versus U.S.
Dollars

(High/low rates for latest six months)



|               |  | High |  | Low 
|-------------- |  | ---- |  | ----
|March, 2018    |  | 1.31 |  | 1.27
|February, 2018 |  | 1.28 |  | 1.22
|January, 2018  |  | 1.25 |  | 1.23
|December, 2017 |  | 1.29 |  | 1.25
|November, 2017 |  | 1.29 |  | 1.27
|October 2017   |  | 1.29 |  | 1.25



Exchange Rates for Canadian Versus U.S.
Dollars



|                                              |  | Average ($) |     
|--------------------------------------------- |  | ----------- | ----
|For the twelve months ended December 31, 2017 |  |             | 1.30
|For the twelve months ended December 31, 2016 |  |             | 1.32
|For the twelve months ended December 31, 2015 |  |             | 1.28
|For the twelve months ended December 31, 2014 |  |             | 1.10
|For the twelve months ended December 31, 2013 |  |             | 1.03



B. Capitalization and Indebtedness



Not applicable.









2







C. Reasons for the offer and use of proceeds



Not applicable.



D. Risk Factors



An investment in the Company has a high
degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information
in this Annual Report. If any of the following risks actually occur, our business, operating results and financial condition could
be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.



RISKS RELATING TO OUR COMPANY



1.           We
are an exploration stage company, with limited operating history, which raises substantial doubt as to our ability to successfully
develop profitable business operations and makes an investment in our common shares very risky.



Our prospects must be considered in light
of the risks, expenses and difficulties frequently encountered in establishing a business in the oil and natural gas industries.
We have yet to generate any revenues from operations. There is nothing, at this time, in which to base an assumption that our business
operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend
on many factors, including:



| | · | our ability to raise adequate working capital;                                                                                                                                                                     
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | success of our exploration and development;                                                                                                                                                                        
| | · | demand for natural gas and oil;                                                                                                                                                                                    
| | · | the level of our competition;                                                                                                                                                                                      
| | · | our ability to attract and maintain key management and employees; and                                                                                                                                              
| | · | our ability to efficiently explore, develop and produce sufficient quantities of marketable natural gas or oil in a highly competitive and speculative environment while maintaining quality and controlling costs.



To achieve profitable operations, we must,
alone or with others, successfully execute on the factors stated above. If we are not successful in executing any of the above
stated factors, our business will not be profitable and may never even generate any revenue, which make our common shares a less
attractive investment and may harm the trading of our common shares.



2.           At
this stage of our business, even with our good faith efforts, potential investors have a substantial risk of losing their investment.



Because the nature of our business is expected
to change as a result of shifts in the market price of oil and natural gas, competition, and the development of new and improved
technology, management forecasts are not necessarily indicative of future operations and should not be relied upon as an indication
of future performance.



Our management may incorrectly
estimate projected occurrences and events within the timetable of its business plan, which would have an adverse effect on
our results of operations and, consequently, make our common shares a less attractive investment and harm the trading of our
common shares. Investors may find it difficult to sell their shares.



3.           If
capital is not available to fund future operations, we will not be able to pursue our business plan and operations would come to
a halt.





Cash on hand is not sufficient to fund
our anticipated operating needs for the next twelve months. We will require substantial additional capital to participate
in the development of our properties, which have not had any production of oil or natural gas, as well as for acquisition and/or
development of other producing properties. Because we currently do not have any cash flow from operations, we need to raise additional
capital which may be in the form of loans from current shareholders and/or from private equity offerings. Our ability to access
capital will depend on our success in participating in properties that are successful in exploring for and producing oil and gas
at profitable prices. It will also be dependent upon the status of the capital markets at the time such capital is sought. Should
sufficient capital not be available, the development of our business plan could be delayed and, accordingly, the implementation
of our business strategy would be adversely affected. In such event, it would not be likely that investors would obtain a profitable
return on their investments or a return of their investments at all.









3







4.           We
are heavily dependent on Trevor Newton, our CEO and President. The loss of Mr. Newton, whose knowledge, leadership and technical
expertise upon which we rely, would harm our ability to execute our business plan.





Our success depends heavily upon the continued
contributions of Trevor Newton, whose knowledge, leadership and technical expertise would be difficult to replace. Our success
is also dependent on our ability to retain and attract experienced engineers, geoscientists and other technical and professional
staff. We do not maintain any key person insurance on Mr. Newton or any of our officers and directors. If we were to lose his services,
our ability to execute our business plan would be harmed and we may be forced to cease operations until such time, if ever, we
could hire a suitable replacement for Mr. Newton.





5.           Volatility
of oil and gas prices and markets could make it more difficult for us to achieve profitability and less likely for investors in
our common shares to receive a return on their investment.



Our ability to achieve profitability is
substantially dependent on prevailing prices for natural gas and oil. The amounts and price obtainable for any oil and gas production
that we achieve will be affected by market factors beyond our control. If these factors are not favorable over time to our financial
interests, it is likely that owners of our common shares will lose their investments. Such factors include:



| | · | worldwide or regional demand for energy, which is affected by economic conditions                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------
| | · | the domestic and foreign supply of natural gas and oil                                                                                 
| | · | weather conditions                                                                                                                     
| | · | domestic and foreign governmental regulations                                                                                          
| | · | political conditions in natural gas and oil producing regions                                                                          
| | · | the ability of members of the Organization of Petroleum Exporting Countries to agree upon and maintain oil prices and production levels
| | · | the price and availability of other fuels                                                                                              



6.           Drilling
wells is speculative and often involves significant costs that may be more than our estimates. Any material inaccuracies in drilling
costs, estimates or underlying assumptions will reduce the profitability of our business and will negatively affect our results
of operations.





Developing and exploring for natural gas
and oil involves a high degree of operational and financial risk, which precludes definitive statements as to the time required
and costs involved in reaching certain objectives. The budgeted costs of drilling, completing and operating wells are often exceeded
and can increase significantly when drilling costs rise due to a tightening in the supply of various types of oilfield equipment
and related services. Drilling may be unsuccessful for many reasons, including title problems, weather, cost overruns, equipment
shortages and mechanical difficulties. Moreover, the successful drilling of a natural gas or oil well does not ensure a profit
on investment. Exploratory wells bear a much greater risk of loss than development wells. A variety of factors, both geological
and market-related, can cause a well to become uneconomical or only marginally economic such as:



| | · | fires                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------
| | · | explosions                                                                                                   
| | · | blow-outs and surface cratering                                                                              
| | · | uncontrollable flows of oil, natural gas, and formation water                                                
| | · | natural disasters, such as hurricanes and other adverse weather conditions                                   
| | · | pipe, cement, or pipeline failures                                                                           
| | · | casing collapses                                                                                             
| | · | embedded oil field drilling and service tools                                                                
| | · | abnormally pressured formations                                                                              
| | · | environmental hazards, such as natural gas leaks, oil spills, pipeline ruptures and discharges of toxic gases









4







If we experience any of these problems,
it could affect well bores, gathering systems and processing facilities, which could adversely affect our ability to conduct operations.
We could also incur substantial losses as a result of the following:



| | · | injury or loss of life                                                       
| | - | -----------------------------------------------------------------------------
| | · | severe damage to and destruction of property, natural resources and equipment
| | · | pollution and other environmental damage                                     
| | · | clean-up responsibilities                                                    
| | · | regulatory investigation and penalties                                       
| | · | suspension of our operations                                                 
| | · | repairs to resume operations                                                 





7.           The
unavailability or high cost of drilling rigs, equipment, supplies, personnel and other services could adversely affect our ability
to execute on a timely basis our development, exploitation and exploration plans within our budget.





Shortages or an increase in cost of drilling
rigs, equipment, supplies or personnel could delay or interrupt our operations, which could impact our financial condition and
results of operations. Drilling activity in the geographic areas in which we conduct drilling activities may increase, which would
lead to increases in associated costs, including those related to drilling rigs, equipment, supplies and personnel and the services
and products of other vendors to the industry. Increased drilling activity in these areas may also decrease the availability of
rigs. We do not have any contracts with providers of drilling rigs and, consequently we may not be able to obtain drilling rigs
when we need them. Therefore, our drilling and other costs may increase further and necessary equipment and services may not be
available to us at economical prices.



8.           We
are subject to complex laws and regulations, including environmental regulations, which can adversely affect the cost, manner or
feasibility of doing business.





Development, production and sale of natural
gas and oil in Canada are subject to extensive laws and regulations, including environmental laws and regulations. We may be required
to make large expenditures to comply with environmental and other governmental regulations. Matters subject to regulation include:



| | · | location and density of wells                                                             
| | - | ------------------------------------------------------------------------------------------
| | · | the handling of drilling fluids and obtaining discharge permits for drilling operations   
| | · | accounting for and payment of royalties on production from state, federal and Indian lands
| | · | bonds for ownership, development and production of natural gas and oil properties         
| | · | transportation of natural gas and oil by pipelines                                        
| | · | operation of wells and reports concerning operations                                      
| | · | taxation                                                                                  



Under these laws and regulations, we could
be liable for personal injuries, property damage, oil spills, discharge of hazardous materials, remediation and clean-up costs
and other environmental damages. Failure to comply with these laws and regulations may also result in the suspension or termination
of our operations and subject us to administrative, civil and criminal penalties. Moreover, these laws and regulations could change
in ways that substantially increase our costs. Accordingly, any of these liabilities, penalties, suspensions, terminations or regulatory
changes could result in a material adverse effect on our financial condition and results of operations which could potentially
force us to cease our business operations.





9.           Our
oil and gas operations may expose us to environmental liabilities.





If we experience any leakage of crude oil
and/or gas from the subsurface portions of a well, our gathering system could cause degradation of fresh groundwater resources,
as well as surface damage, potentially resulting in suspension of operation of a well, fines and penalties from governmental agencies,
expenditures for remediation of the affected resource and liabilities to third parties for property damages and personal injuries.
In addition, any sale of residual crude oil collected as part of the drilling and recovery process could impose liability on us
if the entity to which the oil was transferred fails to manage the material in accordance with applicable environmental health
and safety laws.









5







10.           Exploratory
drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our
financial position.





Drilling operations generally involve a
high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs,
sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor and other risks are involved. We
may become subject to liability for pollution or hazards against which we cannot adequately insure or may elect not to insure.
Incurring any such liability may have a material adverse effect on our financial position and operations.



11.           The
potential profitability of oil and gas ventures depends upon factors beyond our control.





The potential profitability of oil and
gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable,
highly volatile, potentially subject to governmental fixing, pegging, controls or any combination of these and other factors, as
well as responsive to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide
economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult,
if not impossible, to project. These changes and events may materially affect our financial performance.



12.           Our
auditors’ opinion on our December 31, 2017 financial statements includes an explanatory paragraph in respect to there being
substantial doubt about our ability to continue as a going concern.





We have incurred an accumulated deficit
of $23,245,776 as of December 31, 2017. Our financial statements do not include any adjustments relating to the recoverability
and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event
the Company cannot continue in existence. We anticipate generating losses for at least the next 12 months. Therefore, there is
substantial doubt about our ability to continue operations in the future as a going concern. We will need to obtain additional
funds in the future. Our plans to deal with this cash requirement include loans from existing shareholders, raising additional
capital from the private sale of our equity securities or entering into a strategic arrangement with a third party. If we cannot
continue as a viable entity, our shareholders may lose some or all of their investment in our company.





13.           If
we do not maintain the property lease payments on our properties, we will lose our interest in the properties as well as losing
all monies incurred in connection with the properties.





We have two project regions in the Peace
River region of Alberta, Canada consisting of oil sands leases, either acquired from the Government of Alberta or from third parties.
The land packages are made up of a number of underlying individual leases. All of our leases require annual lease payments to the
Alberta provincial government. See Item 4.D for a more detailed description of the property obligations. If we do not continue
to make the annual lease payments, we will lose our ability to explore and develop the properties and we will not retain any kind
of interest in the properties.



14.          We
may not be able to compete with current and potential exploration companies, some of whom have greater resources and experience
than we do in locating and commercializing oil and natural gas reserves.





The natural gas and oil market is intensely
competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully with our existing
competitors or with any new competitors. We compete with many exploration companies that have significantly greater personnel,
financial, managerial and technical resources. This competition from other companies with greater resources and reputations may
result in our failure to maintain or expand our business.









6







15.           We
expect losses to continue in the future because we have no oil or gas reserves and, consequently, no revenue to offset losses.





Based upon the fact that we currently do
not have any oil or gas reserves, we expect to incur operating losses in the next 12 months. The operating losses will occur because
there are expenses associated with the acquisition, exploration, and development of natural gas and oil properties that do not
have any income-producing reserves. Failure to generate revenues may cause us to go out of business. We will require additional
funds to achieve our current business strategy and our inability to obtain additional financing will interfere with our ability
to expand our current business operations.



16.           Because
we are in the exploration stage of operations of our business, our securities are considered highly speculative.





We are in the exploration stage of our
business. As a result, our securities must be considered highly speculative. We are engaged in the business of exploring and, if
warranted and feasible, developing natural gas and oil properties. Our current properties are without known reserves of natural
gas or oil. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there
is reduced likelihood that we will generate any revenues or realize any profits in the very near term. Any profitability in the
future from our business will be dependent upon locating and developing economic reserves of natural gas and oil, which itself
is subject to numerous risk factors as set forth herein. Since we have not generated any revenue, we will have to raise additional
funds through loans from existing shareholders, the sale of our equity securities or a strategic arrangement with a third party
in order to continue our business operations.



17.           Since
our Directors work for other natural resource exploration companies, their other activities could slow down our operations or negatively
affect our profitability.





Our Officers and Directors are not required
to work exclusively for us and they do not devote all their time to our operations. In fact, our Directors work for other natural
resource exploration companies. Therefore, it is possible that a conflict of interest with their time may arise based on their
consulting or employment by such other companies. Their other activities could slow our operations and may reduce our financial
results because of the slowdown in operations. It is expected that each of our Directors will devote the time necessary to assist
with the operations of the Company as necessary.



RISKS RELATING TO OUR COMMON SHARES





18.           We
may, in the future, issue additional common shares, which would reduce our investors’ percentage of ownership and may dilute
our share value.





Our Articles of Incorporation authorize
the issuance of an unlimited number of common shares without par value and an unlimited number of preferred shares without par
value. The future issuance of our unlimited authorized common shares may result in substantial dilution in the percentage of our
common shares held by our then existing shareholders. We may value any common shares issued in the future on an arbitrary basis.
The issuance of common shares for future services or acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect on any trading market for our common shares.









7







19.           Our
common shares are subject to the "Penny Stock" Rules of the SEC and we have no established market for our securities,
which make transactions in our stock cumbersome and may reduce the value of an investment in our stock.



Section 15(g) of the Securities Exchange
Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the Commission require broker-dealers dealing in penny stocks
to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written
receipt of the document before effecting any transaction in a penny stock for the investor's account. These rules may have the
effect of reducing the level of trading activity in the secondary market, if and when one develops. Potential investors in the
Company’s common stock are urged to obtain and read such disclosures carefully before purchasing any shares that are deemed
to be "penny stock." Moreover, the Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition
of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than USD
$5.00 per share or with an exercise price of less than USD $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require:



| | · | That a broker or dealer approve a person's account for transactions in penny stocks; and                                                                               
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | That the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.



In order to
approve a person's account for transactions in penny stocks, the broker or dealer must:



| | · | Obtain financial information and investment experience objectives of the person; and                                                                                                                                                                 
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.



The broker or dealer must also deliver,
prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market,
which, in highlight form sets forth:



| | · | The basis on which the broker or dealer made the suitability determination; and                           
| | - | ----------------------------------------------------------------------------------------------------------
| | · | That the broker or dealer received a signed, written agreement from the investor prior to the transaction.



Generally, brokers may be less willing
to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors
to dispose of our common shares and may cause a decline in the market value of our stock.



Pursuant to the Penny Stock Reform Act
of 1990, broker-dealers are further obligated to provide customers with monthly account statements. Compliance with the foregoing
requirements may make it more difficult for investors in the Company's stock to resell their shares to third parties or to otherwise
dispose of them in the market or otherwise.



20.           We
are a “foreign private issuer” and you may not have access to the information you could obtain about us if we were
not a “foreign private issuer”.



We are considered a "foreign private
issuer" under the Securities Act of 1933, as amended. As a foreign private issuer, we will not have to file quarterly reports
with the SEC nor will our Directors, Officer and 10% stockholders be subject to Section 16 of the Exchange Act. As a foreign private
issuer, we will not be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore, Regulation FD does not apply
to non-U.S. companies and will not apply to us. Accordingly, you may not be able to obtain some of the information about us that
you could obtain if we were not a “foreign private issuer.”



21.           Because
we do not intend to pay any cash dividends on our Common shares, our stockholders will not be able to receive a return on their
shares unless they sell them.



We intend to retain any future earnings
to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common shares in
the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they
sell them.









8







22.           We
may become a passive foreign investment company, or PFIC, which could result in adverse U.S. tax consequences to U.S. investors.



If we are a “passive foreign investment
company” or “PFIC” as defined by Federal tax laws, U.S. Holders will be subject to U.S. federal income taxation
under one of two alternative tax regimes at the election of each such U.S. Holder. Federal tax laws define a PFIC as a corporation
that is not formed in the United States and either (i) 75% or more of its gross income for the taxable year is “passive income”,
which generally includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value
(or, if we elect, adjusted tax basis), of its assets that produce or are held for the production of “passive income”
is 50% or more. Whether we are a PFIC in any year and the tax consequences relating to PFIC status will depend on the composition
of our income and assets, including cash. U.S. Holders should be aware, however, that if we become a PFIC, we may not be able or
willing to satisfy record-keeping requirements that would enable U.S. Holders to make an election to treat us as a “qualified
electing fund” for purposes of one of the two alternative tax regimes applicable to a PFIC, which would result in adverse
tax consequences to our shareholders who are U.S. citizens.



23.           Because
we are organized under the Canada Business Corporations Act and all of our assets and certain of our Officers and Directors are
located outside the United States, it may be difficult for an investor to enforce judgments obtained against us or our Officers
and Directors within the United States.





All of our assets are located outside of
the United States and we do not currently maintain a permanent place of business within the United States. In addition, certain
of our Directors and Officers are nationals and/or residents of countries other than the United States, and all or a substantial
portion of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect
service of process or enforce within the United States any judgments obtained against us or our Officers or Directors, including
judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition,
there is uncertainty as to whether the courts of Canada would recognize or enforce judgments of United States courts obtained against
us or our Directors and Officers predicated upon the civil liability provisions of the securities laws of the United States or
any state thereof. There is even uncertainty as to whether the Canadian courts would have jurisdiction to hear original actions
brought in Canada against us or our Directors and Officers predicated upon the securities laws of the United States or any state
thereof.



Item 4. Information on the Company



A. History and Development of Strata
Oil & Gas Inc.



Strata Oil & Gas Inc. is a company
principally engaged in the acquisition and exploration of oil and gas properties. We were incorporated under the laws of the State
of Nevada on November 18, 1998 and commenced operations in January 1999. We completed our initial public offering in February 2000.
The Company operates in the oil and gas industry with a focus on Canada’s heavy oil and carbonate-hosted bitumen deposits.
As of December 31, 2017, the Company has a 100% interest in 56 oil sands leases located in the Peace River oil sands area, totaling
58,368 hectares. The Company owns 3 non-producing wells on these leases.



Continuance to Canada



We are presently incorporated under the
Canada Business Corporations Act. On April 22, 2003, the Company filed a registration statement to affect a continuation of our
corporate jurisdiction from the State of Nevada to Canada on Form S-4 with the United States Securities and Exchange Commission
(SEC). The Form S-4 was declared effective on or about July 7, 2004. On September 13, 2004, Strata filed a Form 8-A with the SEC
registering its class of common shares under Section 12(g) of the Exchange Act.



Discontinued Operations



Until the end of June 2005, the Company
had developed software that was designed to allow users to interface and manage databases and customer relationships. On June 29,
2005, a majority of the Company’s shareholders approved a change in the business of the Company from software development
to oil and gas exploration.









9







B. Business Overview





Refer to Item 4.A “History and Development
of Strata Oil & Gas Inc." for information regarding the Company’s history and business activities.



Business Description



The Company currently has interests in
oil sands properties located in the Peace River oil sands region in Northern Alberta, Canada.



The Company is currently engaged in the
acquisition, exploration and if warranted and feasible development of heavy oil projects in the Peace River oil sands region. However,
there is no assurance that a commercially viable oil project will be developed on any of its land holdings. Further analysis and
testing is required before a final evaluation as to the economic and technical feasibility of the projects is determined.





As of December 31, 2017, the Company has a 100% interest in
56 oil sands leases located in the Peace River oil sands area, totaling 58,368 hectares. The Company owns 3 non-producing wells
on these leases.



Material Effects of Government Regulation



The Crown owns and controls the mineral
and hydrocarbon rights on Alberta lands and therefore the development, production and sale of oil in Alberta is subject to the
laws and regulations of the Crown. The Crown makes available these rights on a lease basis and therefore, the oil sands leases
held by the Company are on lands which are owned by the Crown and controlled by its agency, the Alberta Energy Regulator (AER).
In order to maintain its oil sands leases, the Company must make significant expenditures on an annual basis to the Crown and also
comply with its regulations. Matters subject to regulation include but are not limited to:



| | · | location and density of wells                                     
| | - | ------------------------------------------------------------------
| | · | obtaining permits for drilling and production                     
| | · | accounting for and payment of royalties on production to the Crown
| | · | transportation of oil                                             
| | · | operation of wells                                                
| | · | reporting of technical details to the Crown                       
| | · | taxation                                                          



Under the Crown’s laws and regulations,
the Company could be liable for personal injuries, property damage, oil spills, discharge of hazardous materials, remediation and
clean-up costs and other environmental damages. Failure to comply with these laws and regulations could result in the suspension
or termination of our operations and subject us to penalties. Moreover, these laws and regulations could change in ways that substantially
affect our costs. Accordingly, any liabilities, penalties, suspensions, terminations or regulatory changes could have a material
adverse effect on our financial condition and results of operations which could potentially force us to cease our business operations.



Seasonality, Dependency upon Patents,
Licenses, Contracts, Processes, Sources and Availability of Raw Materials



Certain of the Company’s properties
are in remote locations and subject to significant temperature variations and changes in working conditions. It may not be possible
to actively explore the Company’s properties in Alberta throughout the year due to changes in the weather. If exploration
is pursued during certain seasons of the year, the Company may incur additional costs to address issues relating to weather.



Shortages or an increase in the cost of
operational services including drilling rig services, equipment, supplies or personnel could delay or interrupt our operations,
which could impact our financial condition and results of operations. Drilling activity in the geographic areas in which we conduct
operations may increase, which may lead to increases in associated costs, including those related to operational services. Increased
drilling activity in these areas may also decrease the availability of operational services. We do not have any contracts with
providers of operational services and therefore we may not be able to obtain these services when we need them. Therefore, our operational
costs may increase and necessary equipment and services may not be available to us at current prices.









10







COMPETITION



The oil industry is intensely competitive
and subject to rapid change. We compete with many exploration and production companies which have significantly greater personnel,
financial, managerial and technical resources which impacts our ability to compete successfully in the industry.





C. Organizational Structure



The Company is not part of a group and
has no subsidiaries.



D. Property, Plant and Equipment



CORPORATE OFFICES



We do not own any real property. Our corporate
offices are located at 10010 - 98 Street, PO Box 7770, Peace River, Alberta T8S 1T3. We believe that the facilities will be adequate
for the foreseeable future.





OIL SANDS LEASES



As of December 31, 2017, the Company has a 100% interest in
56 oil sands leases located in the Peace River oil sands area, totaling 58,368 hectares. The Company owns 3 non-producing wells
on these leases.



Oil Sands Background



“Oil Sands” refers to either
unconsolidated, bitumen-saturated sands or bitumen-saturated carbonate-rock. Bitumen refers to a heavy, viscous crude oil that
generally does not flow under natural reservoir conditions. As a result, it cannot be recovered from a conventional well in the
way lighter oil is most often produced. The oil sands in Alberta are contained in three major areas in Alberta.



According to the Alberta Energy Regulator
(AER), Alberta's oil sands are the third-largest proven crude oil reserve in the world, with total proven reserves of 166 billion
barrels, and total recent production of up to 2.4 million barrels per day.



These deposits contain a significant amount
of oil but only in recent decades has commercial production become economic. Extraction of oil from oil sands requires the input
of significant amounts of thermal energy or other technology. There are two main types of oil sands production methods: surface
mining and in-situ. Surface mining is accomplished using an open pit operation whereby the oil sands are excavated and trucked
to a processing facility. For oil sands reservoirs too deep to support surface mining, a technique known as in-situ recovery is
utilized. In-situ production recovers the oil through a well, and utilizes thermal energy or other technologies to reduce the viscosity
of the bitumen to allow it to flow to the well bore. There are some oil sands reservoirs where primary or “cold” production
is possible. The oil in these reservoirs is light enough to flow to the well without thermal treatment, utilizing either vertical
or horizontal wells.



Carboniferous Oil Sands



Carbonate oil sands, or carbonate-hosted
bitumen, are unconventional resources that remain almost untapped. While much is known about Alberta’s vast sands-hosted
bitumen resources, less is understood about a bitumen resource of similar magnitude which is hosted in carbonate rock directly
beneath the sands. According to a report by Petroleum Technology Alliance Canada (PTAC), 26% of Alberta’s bitumen resources
are contained in carbonate rather than sand formations. They are located in a roughly triangular 70,000 square-kilometer area
of Alberta informally known as the Carbonate Triangle. The basic difference between sands and carbonates is that the former is
bitumen mixed with unconsolidated sand, which can be either mined or produced from wells, whereas the latter is bitumen in carbonate
rock. Currently, only pilot production of carbonate-hosted bitumen has taken place.



The Company has focused a portion of its
efforts on the exploration and development of carbonate-hosted bitumen rather than just focusing on sand-hosted bitumen. The Company
believes Alberta’s carbonate-hosted bitumen reservoirs represent an enormous and relatively untapped resource. The optimal
means for producing bitumen from carbonates is still being studied, and there is unlikely to be a single Alberta-wide strategy
for production. Cold production may be possible in some areas although in most cases production will require an in-situ treatment.
Various technologies have been tested including similar technologies to those employed in the oil sands (cyclic steam, SAGD, and
solvents.). There are several techniques which may prove to be effective. The Company is in the process of determining the most
efficient means of producing bitumen from our projects.









11







Planned Work by the Company for 2018



The Company plans to continue focusing
its resources on the analysis and development of its Peace River oil sands properties.



PEACE RIVER OIL SANDS LEASES



Acquisition of Interest



The Company has entered into a series of
leases in multiple transactions with the Province of Alberta in the Peace River area of Alberta, Canada (the “Peace River
Properties”). Some of the leases were acquired through a public auction process that requires the Company to submit sealed
bids for land packages being auctioned by the provincial government. Upon being notified that it has submitted the highest bid
for a specific land parcel, the Company immediately pays the Crown the bid price and enters into a formal lease agreement. The
bid price includes the first year’s minimum annual lease payments. The remainder of the leases were acquired by third parties,
however all the Company’s leases are leased directly with the Crown.





The Peace River Properties consist of a
total of 58,368 hectares of land in a region of northern Alberta known as the Peace River oil sands region. The leases are subject
to royalties payable to the Government of Alberta. Alberta's oil sands royalty regime operates on the principle of revenue minus
cost. Royalty is paid at one of two rates, depending on the project’s status. The deciding factor is the project’s
payout date.A project has “reached payout” once its cumulative revenues have exceeded its cumulative costs.
Before the payout date, the applicable royalty is 1% of the project’s gross revenue. This low rate recognizes the high costs,
long lead times and high risks associated with oil sands investment. It prevents undue strain on the developer’s financial
resources during the most critical, start-up stages of the project. After the payout date, the applicable royalty is the greater
of 1% of the project’s gross revenue or 25% of the net revenue for the period.





Location





The Peace River Properties are located
in the Peace River oil sands region in Alberta approximately 40 to 50 kilometers away from the town of Peace River, in both the
Cadotte Lake area and also the Reno area.



Peace River Projects





The Peace River properties (hereinafter
referred to as “Cadotte West”, “Cadotte Central”, “Cadotte East”, the “Cadotte Leases”
and the “Reno Leases”) are comprised of 56 oil sands leases with the Government of the Province of Alberta, Canada.
 All of the leases are for an initial 15-year term (and may then be converted to non-expiring leases) and require minimum
annual lease payments to the Crown. Each lease grants the Company the right to explore for, develop and produce hydrocarbons from
the geological formations described in each lease.



Regional Geology





The Peace River Cretaceous clastic reservoir
consists of a complex stratigraphy similar in nature to the Athabasca Deposit to the east. These are thought to comprise estuarine
systems where the best reservoirs are contained in tidal inlet and barrier sands. Secondary reservoir targets may be tidal delta,
bayhead delta, tidal channel, and tidal flat sands. The Peace River Carboniferous reservoir consists of platform sediments with
relatively few reef building organisms. Structurally, the Peace River strata dip to the southwest and the elevation of the bitumen-bearing
interval lies between 50 and 100 meters below sea level or at a depth of between 680 to 790 meters below the surface.



Property Geology (Cadotte Leases)





Strata has focused its efforts on the bitumen
and heavy oil resources contained in the Debolt/Elkton carbonate Carboniferous Formation and the Bluesky/Gething clastic Cretaceous
Formation in the Cadotte and Reno areas.



The nature of the geology of the carbonate
sequence in the Cadotte area has a significant influence on the distribution of the bitumen resource. The principal reference source
for this section is the Alberta Research Council’s publication, “Geological Atlas of the Western Canada Sedimentary
Basin”. The sequence that hosts the bitumen deposits is the Rundle Group of Lower Carboniferous age. The Rundle Group in
this area includes three stratigraphic units which, in ascending order, are the Pekisko, Shunda and Debolt Formations. From place-to-place
the Debolt Formation may also include another distinct unit, the Elkton Member. In the Cadotte area, the Elkton Member is usually
present, as long as the overlying unconformity with the Cretaceous sequence has not eroded the entire Debolt Formation sequence.
Although there are many intervals that are bitumen enriched in the Rundle sequence in the Cadotte area, the principal enrichment
zones occur in the Elkton Member, the upper half of the Debolt but usually not right at the top of the formation and, to a lesser
extent, in the Shunda Formation. The high grade zones of enrichment are those that occur in the Elkton Member and the Debolt Formation.









12







A Cretaceous clastic sequence that includes
the Gething and Bluesky Formations at the base, unconformably overlies the Carboniferous rocks in this area. All the beds dip gently
to the west with those lying below the unconformity having a somewhat greater dip than those above it. This causes the sequence
below the unconformity to be eroded to a greater degree to the east and to be less complete, compared with the west. These westerly
dips may be the result of post-depositional tectonic events and may not reflect the original orientation of the accumulation of
sediment. The Carboniferous sequence of the Rundle assemblage is believed to have accumulated as a result of a series of prograding
events that developed in a southerly to southwesterly direction.



The Carboniferous sequence mainly includes
platform sediments that show generally shallower-water characteristics up-section. In a basinward direction the depositional facies
proceed from beach and lagoonal environments through shoals of the shelf margin to marine basin muds. The lithologies that result
include high energy siliciclastics of the beach environment, through various types of carbonates on the platform and its slope
to shale in the deep marine environment. There even appear to be beds present that have the character of unconsolidated coarse
sediments. Several transgressive events therefore resulted in the accumulation of clastic sediments interbedded with carbonate
units.





The carbonate units included relatively
few reef building organisms and thus there was little tendency for irregular geological bodies such as reefs to form in this sequence
in this area. From one well to the next the regular nature of the deposition that took place at this time is apparent and it is
relatively easy to show the correlation that exists between the same units in adjacent wells in the target area. This feature of
regular bed continuity is in strong contrast to the variability of the clastic units of the overlying Cretaceous sequence as seen
in the Athabasca region.



It is also noteworthy that the bitumen
enrichment is strongly influenced by the bedded nature and continuity of the sediments. It is readily possible in many cases to
show the same details of the enriched sequence in adjacent wells even when they are spaced a kilometer or more apart. This has
a strong impact on the selection of data separation distances for the classification of resources; in this sequence an equivalent
assurance of existence is achieved with much wider spacing of wells than that used in the classification of bitumen resources for
the Cretaceous surface mineable oil sands deposits near Fort McMurray in the Athabasca region of Alberta.



Previous Work





During the winter drill season of 2006
– 2007, Strata drilled four wells on the Cadotte leases. Three of these wells were within the Cadotte Central Target Area
and one was in the Cadotte East leases. Three wells were drilled with cores in the Cadotte Central Target Area, two of which were
cased allowing for production testing with the ability to re-enter these wells for future testing. The other well was abandoned
due to drilling fluid losses during drilling which did not allow the well to be cased for testing in the future. The fourth well
drilled in the Cadotte East location was cored and cased. The cores of all of these wells were tested and examined in a laboratory
in Calgary. The results of these tests were that cold production was not viable. However, the results indicated that the bitumen
would flow at approximately 85°C. These results will allow the Company to explore different means of extraction in addition
to steam.



Former leaseholders have drilled wells
on and around the Company’s Cadotte and Reno areas. Geophysical well logs are of variable quality but generally consist of
a full suite of tools to evaluate the potential reservoirs. With respect to available drilling data, the leases of the Cadotte
area are drilled at an average spacing of one well per section. However, not all the existing wells were drilled to investigate
the sequence located on the Company’s Cadotte leases. The effective average spacing with wells that have penetrated the Carboniferous
sequence is approximately 0.8 wells per section. This spacing is from twenty-three wells on or immediately adjacent to the leases.
There are an additional two hundred nineteen wells in the surrounding area, the data from which has also been referenced and inspected
by the Company to assist with its evaluation of the Cadotte leases.



However, the quality of the data from the
wells of different vintage is quite variable. Several of the wells were drilled in the 1950’s. The drilling records and logs
for these wells are sometimes poor or absent or they may be less complete than those of more recently drilled wells. A database
search was done to identify higher quality data which was restricted to wells drilled since 1970 and this, plus the new Strata
wells was used as the primary reference data. A total of eighteen wells of this vintage are located on or immediately adjacent
to the Cadotte lease blocks. The well log data from these wells is the primary source of information on the leases available for
Strata’s evaluations but this is supplemented by high quality data from a further thirty-nine more distant wells in the area.



In the United States, registrants, including
foreign private issuers like us, are required to disclose proved reserves using the standards contained in Rule 4-10(a) of the
United States Securities and Exchange Commission’s (“SEC”) Regulation S-X. The Company has no proved reserves
at this time.









13







Cadotte Central and Cadotte West



The Company completed the drilling of its
first four wells in the winter drilling season of 2006 – 2007, and engaged Norwest Corporation (“Norwest”) of
Calgary, Alberta, Canada to assist Strata with the planning and undertaking of its exploration of the Cadotte leases. Subsequently,
Strata completed the following technical reports relating to these leases:



Evaluation of In-Place Bitumen Resources
– Cadotte Central Leases (August 16, 2007) [Norwest]

Preliminary Feasibility Study of the
Cadotte Central Leases (February 29, 2008) [Norwest Questa]

Pilot Projects: Carbonate-Hosted Bitumen
Deposits in Alberta (July 17, 2008 [Norwest]

Cadotte Central Resource Reclassification(Upgrade) (April 28, 2010) [Norwest]

Evaluation of Bitumen Resources Cadotte
Central and West Leases(May 10, 2013) [Norwest]



These studies were designed to comply with
the requirements of National Instrument 51-101 and the resource classification scheme and criteria elaborated in Volume 1, of the
Canadian Oil and Gas Evaluation Handbook (“COGEH”) at the time they were authored. However since that time, COGEH standards
have been modified and therefore Strata is no longer permitted to publicize the contents of these reports under Canadian Securities
Regulations.





In the United States, registrants, including
foreign private issuers like us, are required to disclose proved reserves using the standards contained in Rule 4-10(a) of the
United States Securities and Exchange Commission’s (“SEC”) Regulation S-X. The Company has no proved reserves
at this time.



Subsequent to these studies, Strata completed
additional analyses including a study entitled “Debolt Core Description and Interpretation” by Dr. Hans G. Machel,
and also a seismic study by Norwest entitled “Seismic Study of Cadotte Leases” to evaluate the Cadotte West
property for heavy-oil recovery using cold production.



The latter study utilized existing well
and seismic data and focused on different physical properties and technical aspects related to the identification of pools and
fields on Strata’s Cadotte West lands. The initial interpretation of the geological structure at Cadotte West resulted in
the identification of cold production targets which were then validated by seismic data. The Company's technical team subsequently
identified multiple drilling locations in order to test the extent to which the Bluesky Formation at Cadotte West has the fluid
properties which permit the use of primary production methods.



In late 2014, Strata commenced initial
planning and permitting activities needed to develop a drill program and continue exploration of the identified targets for the
Cadotte West property. The Company engaged specialized third party service provider(s) to assist with the development of a drill
program which included the submission of an Oil Sands Exploration plan, the ("OSE") to the Crown. Elements of an OSE
application include, but are not limited to, mapping and locating services, sensitive areas, wildlife zones, historical work in
the area, site access, environmental services, exploration operations detail, and stake holder consultation and project management
services. The OSE program approval was received in February 2015 granting the Company two years from the date of issue to conduct
its exploration program. Due to the oil market, the Company has not carried out its drilling program. At any point, the Company
may update and resubmit its OSE plan to the Crown.



Planned Work by the Company for 2018



When adequate funding can be assembled,
Strata intends to proceed with its drill exploration program and identified targets to test for cold production. The Company expects
the short and long term funding of our oil and gas operations to be financed as in the past through equity in the form of private
placements and warrant exercises. In addition, we continue to work with potential partners to discuss potential funding arrangements
which could facilitate the furtherance of our drill program.



Item 4A. Unresolved Staff Comments



Not applicable.









14







Item 5. Operating and Financial Review and Prospects





Management’s Discussion and Analysis of Financial Condition
and Results of Operations





Management’s Discussion and Analysis
of Financial Condition ("MD&A") and Results of Operations should be read in conjunction with the accompanying audited
financial statements for the fiscal years ended December 31, 2017, 2016 and 2015. These reports are presented in United States
dollars and have been prepared in accordance with accounting principles generally accepted in the United States, referred to in
this Annual Report as US GAAP.



Certain statements contained in the MD&A
and elsewhere in this Annual Report constitute forward-looking statements. Such forward-looking statements involve a number of
known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date the financial
statements were made and readers are advised to consider such forward-looking statements in light of the risks set forth both below
and prior in this report.



A. Operating Results



The following table sets forth a summary
of our audited statement of operations for the fiscal years indicated:



|                                                       |  | 2017 |            |  | 2016 |   |            | 2015 | 
|------------------------------------------------------ |  | ---- | ---------- |  | ---- | - | ---------- | ---- | 
|Operating expenses                                     |  | $    | 301,337    |  |      | $ | 7,919,352  |      | 
|Other income                                           |  | $    | 581,298    |  |      | $ | 586,878    |      | 
|Net income / (loss)                                    |  | $    | 279,961    |  |      | $ | (7,332,474 | )    | 
|Earnings per share from continuing operations, basic   |  | $    | 0.02       |  |      | $ | (0.56      | )    | 
|Earnings per share from continuing operations, diluted |  | $    | 0.02       |  |      | $ | (0.56      | )    | 
|Basic weighted average common shares outstanding       |  |      | 14,880,909 |  |      |   | 13,035,203 |      | 
|Diluted weighted average common shares outstanding     |  |      | 15,310,909 |  |      |   | 13,035,203 |      | 



REVENUES



The Company did not earn any revenue for
the year ended December 31, 2017, 2016 and 2015. We do not anticipate earning revenues until such time as we have entered into
commercial production of our oil and gas properties. We can provide no assurance that we will discover commercially exploitable
levels of oil or gas resources on our properties, or if such resources are discovered, that we will enter into commercial production
of our oil and gas properties.



Year ended December 31, 2017 compared to the year ended December
31, 2016



RESULTS OF OPERATIONS



In 2016 and 2017, the Company
focused its efforts on the acquisition of a portfolio of oil sands leases in the Cadotte and Reno areas of the Peace River. The
leases totaled 39,680 hectares, more than doubling the Company’s holdings.



The Reno leases are contiguous
with Baytex Energy’s lease block, an area that hosts extensive primary production of heavy oil. The other major contiguous
lease blocks are held by Koch Exploration.



The Cadotte leases we acquired
are contiguous with our existing Cadotte holdings or nearby. The area hosts extensive thermal production of bitumen, including
CNRL’s adjacent Peace River Thermal Complex.



The Company has thoroughly analyzed
the entire property portfolio and prioritized the highest potential primary production targets.



During the years ended December 31, 2017,
2016 and 2015, we had net income of $279,961, a net loss of ($7,332,474) and net income of $2,753,593, respectively. In the current
year we recognized a non-cash charge on impairment of $164,566 of oil & gas properties. For the years ended December 31, 2016
and 2015, we recognized an impairment expense of $7,831,570 and $nil, respectively. As of December 31, 2016, management determined
to fully impair its unproved oil and gas properties. We did not recognize an impairment in 2015.









15







For the years ended December 31, 2017,
2016 and 2015, we recognized operating expenses, excluding the oil and gas impairment charge, of $136,771, $87,783 and $283,731,
respectively. The decrease in operating expenses from 2015 to 2016 of $195,948 is primarily due to an approximate $123,000 decrease
in consulting fees as consulting fees during 2016 were capitalized as exploration costs as part of oil and gas properties. Operating
expenses also decreased an approximate $45,000 due to no losses recognized in the year ended December 31, 2016 relating to the
disposal of oil and gas properties. Further, operating expenses decreased an approximate $12,000 and $7,000 due to a decrease in
office expenses and asset retirement accretion expense, respectively, due to less activity during the year from the general slow-down
in the oil and gas industry. Operating expenses from 2016 to 2017 increased $48,988 primarily due to an increase in consulting
fees.



INTEREST AND OTHER INCOME (EXPENSE)



Included in other income (expense) for
the year ended December 31, 2017, is a gain of $538,826 relating to the change in fair value of derivative liability resulting
from a decrease in the fair value of the derivative liability off-set by the issuance of common stock warrants. The decrease in
derivative liability was the result of a decrease in the Company’s stock price at December 31, 2017 compared to 2016. See
Note 5 of the Financial Statements for more on the change in the derivative liability. The Company determined the fair value of
the derivative liability to be $273,170 as of December 31, 2017 based on an acceptable valuation model.



Included in other income (expense) for
the year ended December 31, 2016, is a gain of $584,880 relating to the change in fair value of derivative liability resulting
from a decrease in the fair value of the derivative liability off-set by the issuance of common stock warrants. The decrease in
derivative liability was the result of a decrease in the Company’s stock price at December 31, 2016 compared to 2015. See
Note 5 of the Financial Statements for more on the change in the derivative liability. The Company determined the fair value of
the derivative liability to be $779,796 as of December 31, 2016 based on an acceptable valuation model.





B. Liquidity and Capital Resources



|(in U.S. dollars)              |  | As at December 31, |         
|------------------------------ |  | ------------------ | --------
|                               |  | 2017               |         
|Cash and cash equivalents      |  | $                  | 18,591  
|Working capital (deficit)      |  |                    | (353,052
|Net cash provided by (used in) |  |                    |         
|Operating activities           |  |                    | (14,429 
|Investing activities           |  |                    | (85,303 
|Financing activities           |  |                    | 176,052 



As of December 31, 2017, we had $18,591
in cash, an increase of $10,710 from December 31, 2016. Management estimates that the Company will require approximately $525,000
to fund planned operations for the next twelve months. Therefore, current cash on hand is not sufficient to fund planned operations
for 2018. Our policy is to pay all operational expenses when due, provided that the vendor, in the normal course of business, has
satisfied all necessary conditions for payment.



We have no long-term debt. In 2018 our
capital requirements will mostly be associated with the maintenance of our lease payments to the Crown. Going forward we expect
the short and long term funding of our oil and gas operations to be financed primarily through equity issuance in the form of private
placements and the exercise of warrants. In addition, we continue to work with potential partners to discuss funding arrangements
which would facilitate furtherance of our property interests. We believe that our available cash may not be sufficient to fund
our working capital requirements to maintain, explore and develop our property interests for the next twelve months. We cannot
be certain that any required additional financing will be available on terms favorable to us as the risky nature of this enterprise
and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate
debt until such time as the economic viability of our oil sands properties can be demonstrated. If additional funds are raised
by the issuance of our equity securities, existing stockholders will experience dilution of their ownership interest. If adequate
funds are not available or not available on acceptable terms, we may be unable to continue, fund expansion, pursue further development
nor respond to competitive pressures.











16







Net cash used in operating activities during
the years ended December 31, 2017, 2016 and 2015 was $14,429, $18,024 and $214,127, respectively. The decrease in cash used in
operating activities was primarily due to a decrease in operating expense during the three years.



Cash used in investing activities during
the years ended December 31, 2017, 2016 and 2015 was $85,303, $199,121 and $120,949, respectively. During 2017, the company acquired
an additional 45 oilsands leases by entering into two purchase and sale agreements. During 2016, the Company acquired an additional
45 oil and gas properties leases for a total of 45,680 hectares in Northern Alberta, Canada. See Note 6 to the financial statements
for more information.



The Company generated net cash inflows
from financing activities of $223,000 compared to $248,114 in 2015 The Company raised $223,000 in funds from a series of private
placements during 2016. See Note 9 to the financial statements for more information.



We had cash of $18,591 as of December 31,
2017. We anticipate that we will incur the following expenditures through the end of our next fiscal year:



| | · | $225,000 in connection with property lease payments and follow up analysis on the Company’s oil sands properties;                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                     
| | · | $300,000 for operating expenses, including working capital, consulting fees, general and administrative, professional, legal and accounting expenses



We are an exploration stage company, with
limited operating history, which raises substantial doubt as to our ability to successfully develop profitable business operations
and makes an investment in our common shares very risky.





Our prospects must be considered in light
of the risks, expenses and difficulties frequently encountered in establishing a business in the oil and natural gas industries.
We have yet to generate any revenues from operations. There is nothing at this time on which to base an assumption that our business
operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend
on many factors, including:



| | · | our ability to raise adequate working capital;                                                                                                                                                                     
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                    
| | · | success of our exploration and development;                                                                                                                                                                        
| |   |                                                                                                                                                                                                                    
| | · | demand for natural gas and oil;                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                    
| | · | the level of our competition;                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                    
| | · | our ability to attract and maintain key management and employees; and                                                                                                                                              
| |   |                                                                                                                                                                                                                    
| | · | our ability to efficiently explore, develop and produce sufficient quantities of marketable natural gas or oil in a highly competitive and speculative environment while maintaining quality and controlling costs.



If capital is not available to fund future
operations, we will not be able to pursue our business plan and operations would come to a halt and our common shares would be
nearly worthless.



Cash on hand is not sufficient to fund
our anticipated operating needs for the next twelve months. We will require substantial additional capital to participate in the
development of our properties which have not had any production of oil or natural gas as well as for acquisition and/or development
of other producing properties. Because we currently do not have any cash flow from operations we need to raise additional capital,
which may be in the form of loans from current shareholders and/or from private equity offerings. Our ability to access capital
will depend on our success in participating in properties that are successful in exploring for and producing oil and gas at profitable
prices. It will also be dependent upon the status of the capital markets at the time such capital is sought. Should sufficient
capital not be available, the development of our business plan could be delayed and, accordingly, the implementation of our business
strategy would be adversely affected. In such event it would not be likely that investors would obtain a profitable return on their
investments or a return of their investments at all.









17







Volatility of oil and gas prices and markets
could make it more difficult for us to achieve profitability and less likely for investors in our common shares to receive a return
on their investment.



Our ability to achieve profitability is
substantially dependent on prevailing prices for natural gas and oil. The amounts and price obtainable for any oil and gas production
that we achieve will be affected by market factors beyond our control. If these factors are not favorable over time to our financial
interests, it is likely that owners of our common shares will lose their investments. Such factors include:



| | · | worldwide or regional demand for energy, which is affected by economic conditions                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                        
| | · | the domestic and foreign supply of natural gas and oil                                                                                 
| |   |                                                                                                                                        
| | · | weather conditions                                                                                                                     
| |   |                                                                                                                                        
| | · | domestic and foreign governmental regulations                                                                                          
| |   |                                                                                                                                        
| | · | political conditions in natural gas and oil producing regions                                                                          
| |   |                                                                                                                                        
| | · | the ability of members of the Organization of Petroleum Exporting Countries to agree upon and maintain oil prices and production levels
| |   |                                                                                                                                        
| | · | the price and availability of other fuels                                                                                              



The potential profitability of oil and
gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable,
highly volatile, potentially subject to governmental fixing, pegging, controls or any combination of these and other factors, as
well as responsive to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide
economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult,
if not impossible, to project. These changes and events may materially affect our financial performance.



Critical Accounting Estimates:



The preparation of the Company's financial
statements requires management to make estimates and assumptions regarding future events. These estimates and assumptions affect
the reported amounts of certain assets and liabilities and disclosure of contingent liabilities.



The Company follows the full cost method
of accounting for natural gas and oil operations. Under the full cost method, all costs incurred in the acquisition, exploration
and development of natural gas and oil reserves are initially capitalized into cost centers on a country-by-country basis. The
Company’s current cost centers are located in Canada. Such costs include land acquisition costs, geological and geophysical
expenditures, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition,
exploration and development activities.



Costs capitalized, together with the costs
of production equipment, are depleted and amortized on the unit-of-production method based upon the estimated net proved reserves,
as determined by independent petroleum engineers. The percentage of total reserve volumes produced during the year is multiplied
by the net capitalized investment plus future estimated development costs in those reserves. Costs of acquiring and evaluating
unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically
to ascertain whether an impairment has occurred. When proved reserves are assigned or the property is considered to be impaired,
the cost of the property or the amount of the impairment is added to costs subject to depletion calculations.









18







Under full cost accounting rules, capitalized
costs, less accumulated amortization and related deferred income taxes shall not exceed an amount (the ceiling) equal to the sum
of: (i) the after tax present value of estimated future net revenues computed by applying current prices of oil and gas reserves
to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated
future expenditures (based on currents costs) to be incurred in developing and producing the proved reserves computed using a discount
factor of ten percent and assuming continuation of existing economic conditions; (ii) the cost of properties not being amortized;
and (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized. If unamortized
costs capitalized within a cost center, less related deferred income taxes, exceed the ceiling, the excess shall be charged to
expense and separately disclosed during the period in which the excess occurs. Amounts required to be written off shall not be
reinstated for any subsequent increase in the cost center ceiling.



Estimates of undiscounted future cash flows
that we use for conducting impairment tests are subject to significant judgment decisions based on assumptions of highly uncertain
future factors, such as crude oil and natural gas prices, production quantities, estimates of recoverable reserves, and production
and transportation costs. Given the significant assumptions required and the strong possibility that actual future factors will
differ, we consider the impairment test to be a critical accounting procedure.



In accordance with ASC 410, Asset Retirement
and Environmental Obligations, the fair value of an asset retirement cost, and corresponding liability, should be recorded as part
of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. The Company
has recorded an asset retirement obligation at December 31, 2017 and 2016 (Note 7) to reflect its legal obligations related to
future abandonment of its oil and gas interests using estimated expected cash flow associated with the obligation and discounting
the amount using a credit-adjusted, risk-free interest rate. At least annually, the Company will reassess the obligation to determine
whether a change in any estimated obligation is necessary. The Company will evaluate whether there are indicators that suggest
the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated obligation
has materially changed the Company will accordingly update its assessment.





Management has made significant assumptions
and estimates determining the fair market value of stock-based compensation granted to employees and non-employees. These estimates
have an effect on the stock-based compensation expense recognized and the contributed surplus and share capital balances on the
Company’s Balance Sheet. The value of each option award is estimated on the date of grant using the Black-Scholes option-pricing
model. To date, all of our stock option grants have been to non-employees. Increases in our share price will likely result in increased
stock option compensation expense. The Black-Scholes option-pricing model requires the input of subjective assumptions, including
the expected term of the option award and stock price volatility. The expected term of options granted for the purposes of the
Black-Scholes calculation is the term of the award since all grants are to non-employees. These estimates involve inherent uncertainties
and the application of management judgment. An expected forfeiture rate of $Nil was used in the recognition of compensation expense
for those options not yet vested at December 31, 2017 and 2016.



These accounting policies are applied consistently
for all years presented. Our operating results would be affected if other alternatives were used. Information about the impact
on our operating results is included in the notes to our financial statements.



Valuation of Derivative Instruments



US GAAP requires that embedded derivative
instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants and stock-options to determine
whether they should be considered a derivative liability and subject to re-measurement at their fair value. Warrants with such
provisions will no longer be recorded to equity. The Company has issued freestanding warrants that are accounted for as derivative
instrument liabilities because they are exercisable in a currency other than the functional currency of the Company and thus do
not meet the “fixed-for-fixed” criteria of ASC 815-40-15. The warrants are exercisable in United States dollars and
the Company’s functional currency is the Canadian dollar. In estimating the appropriate fair value, the Company uses a Black-Scholes
option pricing model.









19







Inflation



We operate in Canada only, where inflation for our operational
costs is at low levels (i.e. in the 2%-5% range).



Impact of Foreign Currency Fluctuations



Primarily we hold our cash reserves in
Canadian dollars. We incur the majority of our expenses and capital expenditures in Canadian dollars, however; we do have US transactions
and therefore, an increase or decrease in the value of the Canadian dollar versus the U.S. dollar would have an effect on us. The
Company also translates its financial statements from Canadian dollars to U.S. dollars for financial reporting purposes. Changes
in the in the value of the Canadian dollar versus the U.S. dollar will have a direct impact on the financial information reported
by the Company.



Government Policies



We are subject to regulations of the Government
of Canada and the Government of Alberta and British Columbia. Such regulations may relate directly and indirectly to our operations
including production, marketing and sale of hydrocarbons, royalties, taxation, environmental matters and other factors. There is
no assurance that the laws relating to our operations will not change in a manner that may materially and adversely affect us,
however, there has been no material impact on us from changes in such laws in the past three fiscal periods.



C. Research and development, patents and licenses, etc.



See Item 4.B. “Business Overview”.



D. Trends Information



There are no known trends other than those previously disclosed
in this report.



E. Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements as of December
31, 2017 and December 31, 2016 or as of the date of this report.



F. Tabular Disclosure of Contractual Obligations



The following table outlines contractual obligations at December
31, 2017.



|Contractual Obligations                                                                                                 |  | Payments due by period |        
|----------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | -------
|                                                                                                                        |  | Total                  |        
|Annual Oil Sands Lease Payments:                                                                                        |  |                        |        
|Peace River property leases                                                                                             |  |                        | 900,676
|Capital (Finance) Lease Obligations                                                                                     |  |                        | –      
|Operating Lease Obligations                                                                                             |  |                        | –      
|Purchase Obligations                                                                                                    |  |                        | –      
|Other Long-Term Liabilities Reflected on the Company’s Balance Sheet Under the GAAP of the primary financial statements |  |                        | –      
|Total                                                                                                                   |  | $                      | 900,676











20







The Peace River Project is currently comprised
of 56 leases with the government of the Province of Alberta, Canada requiring annual lease payments of USD $204,288. The leases
are fifteen-year leases that expire beginning June 11, 2021 through January 6, 2026.



At December 31, 2017, the Company had trade
payables and accrued liabilities of $91,700. All of these obligations are due in less than one year.



At December 31, 2017, the Company had a
derivative liability of $273,170 that relates to warrants with an exercise price in a different currency than the Company’s
functional currency (see Note 5 in the financial statements).



G. Safe Harbor



This Annual Report contains forward-looking
information. Forward-looking information includes statements relating to future actions, prospective products, future performance
or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies,
financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of the Company
and other matters. Forward-looking information may be included in this Annual Report or may be incorporated by reference from other
documents filed with the SEC by the Company. One can find many of these statements by looking for words including, for example,
“believes,” “expects,” “anticipates,” “estimates” or similar expressions in this
Annual Report or in documents incorporated by reference in this Annual Report. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information or future events.



The Company has based the forward-looking
statements relating to the Company’s operations on management’s current expectations, estimates and projections about
the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially
from those contemplated by these forward-looking statements. Any differences could result from a variety of factors including,
but not limited to, general economic and business conditions, competition, and other factors, including those described in Item
3.D. “Risk Factors.”



Recent Accounting Pronouncements:



Please refer to Note 3 of the Financial Statements.



Item 6. Directors, Senior Management and Employees



A. Directors and Senior Management





The directors, officers and other employees
upon whose work the Company is dependent are as follows:



|Name              |  | Position                                                                                                    |  | Position Held Since
|----------------- |  | ----------------------------------------------------------------------------------------------------------- |  | -------------------
|Trevor Newton (1) |  | Chairman of the Board,  President, Chief Executive Officer, Chief Financial Officer, Secretary and Director |  | May 22, 2014       
|                  |  |                                                                                                             |  |                    
|Michael Ranger    |  | Director                                                                                                    |  | July 11, 2012      
|                  |  |                                                                                                             |  |                    
|Dave Mahowich     |  | Director                                                                                                    |  | June
16, 2017      



|(1) | Mr. Newton was appointed as Chairman of the Board on May 22, 2014 and was appointed President, Chief Executive Officer, Chief Financial Officer, Secretary and Director on June 25, 2015.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our Directors hold office until the next
annual meeting of our shareholders or until their successors are duly elected and qualified. Shareholders elect Directors by vote
in proxy or in person. None of our Directors have any family relationships with any of our other Directors or Executive Officers.
Our Directors do not exercise independent supervision over management as there are no independent management positions. Set forth
below is a summary description of the principal occupation and business experience of each of our Directors and Executive Officer
for at least the last five years.









21







TREVOR NEWTON is the founder of
Strata Oil & Gas, and has been involved in the development of the company from the initial land acquisition and discovery stage,
through to the present. He has assisted the company by establishing its corporate focus, assembling its team, and helping advance
its core project. Mr. Newton's corporate experience has primarily been in the resource sector, where he has assisted private and
public companies in their financing, project acquisition, and development. Mr. Newton has a B.Sc. in Economics from the University
of Victoria and an M.A. in Economics from Simon Fraser University.



MICHAEL RANGER is an experienced
petroleum consultant with a prolific career providing services to an array of the world's largest oil companies. He has extensive
oil sands & heavy oil evaluation and research experience in reservoir characterization, sedimentology and sequence stratigraphy
of Athabasca, Wabasca, Cold Lake, Peace River and international oil sands regions. He has conducted and supervised numerous resource
evaluation projects integrating core, outcrop and wireline logs. Recent major contracts include: Suncor Energy, Ross Smith Energy
Group, Hatch Engineering, Golder Associates, Laracina Energy, Nexen, Statoil, Murphy Oil, Husky Oil, Brion Energy, Athabasca Oil
Corp, Oilsands Quest, DMT Geoscience, ARC Resources, Marathon, Paramount Energy, Kennecott Canada, Total Canada, OPTI Canada, Koch
Canada, Quadrise.



Dr. Ranger is currently an independent
petroleum consultant and is a director of Canadex Resources Ltd. Prior to this, he served on the Scientific Advisory Board of Gushor
Inc. from 2007 to 2009, and as a senior geologist at Gulf Canada Resources between 1977 and 1985. Dr. Ranger has a Ph.D. in Petroleum
Geology from the University of Alberta, a MSc. Degree in Sedimentary Geology from Memorial University of Newfoundland, and a BSc.
Geology from Concordia University. His professional affiliations include the American Association of Petroleum Geologists, Canadian
Society of Petroleum Geologists and the Canadian Well Logging Society.



DAVE MAHOWICHhas 27 years of experience
in the oil and gas sector, including expertise in the Peace River oil sands region, where he oversaw drilling operations for Blackrock
Ventures Inc. which was subsequently acquired by Shell Canada Ltd. for $2.4 billion. After Blackrock was acquired, Mr. Mahowich
managed drilling in the region for Shell Canada. Mr. Mahowich has drilled more than 300 wells in the Peace River region, with specific
areas of expertise in cold production wells (CHOPS), multilateral horizontal wells, and SAG-D.



Mr. Mahowich's professional experience
also includes drilling and completion program management, operations, oil field manufacturing, and business/asssets development
with a specific focus on heavy oil and bitumen plays.



B. Executive Compensation



The following table shows compensation
paid to the directors and members of its administrative, supervisory or management bodies of the Company for the most recently
completed financial year.



|Name             |  | Title                                          |  |  | Year |  |  | Salary |     |  | Bonus |   |  | Stock  Options
     Granted |  |         | Other  Annual
     Compensation |  |  | Restricted  Stock
     Awarded |  |  | LTIP  Payouts
     ($) |   |  | All Other  Compensation | 
|---------------- |  | ---------------------------------------------- |  |  | ---- |  |  | ------ | --- |  | ----- | - |  | --------------------------- |  | ------- | ------------------------------- |  |  | ------------------------------ |  |  | ---------------------- | - |  | ----------------------- | 
|Trevor Newton(1) |  | Director
– Chairman, President, CEO, Secretary |  |  | 2017 |  |  | 7,380  |     |  |       | – |  |                             |  | 42,935  |                                 |  |  | –                              |  |  |                        | – |  |                         | 
|                 |  |                                                |  |  | 2016 |  |  | 75,240 | (2) |  |       | – |  |                             |  | 200,000 |                                 |  |  | –                              |  |  |                        | – |  |                         | 
|                 |  |                                                |  |  | 2015 |  |  | 16,001 |     |  |       | – |  |                             |  | 200,000 |                                 |  |  | –                              |  |  |                        | – |  |                         | 
|                 |  |                                                |  |  |      |  |  |        |     |  |       |   |  |                             |  |         |                                 |  |  |                                |  |  |                        |   |  |                         | 
|Michael Ranger   |  | Director                                       |  |  | 2017 |  |  | –      |     |  |       | – |  |                             |  | –       |                                 |  |  | –                              |  |  |                        | – |  |                         | 
|                 |  |                                                |  |  | 2016 |  |  | 12,662 | (2) |  |       |   |  |                             |  | –       |                                 |  |  | –                              |  |  |                        | – |  |                         | 
|Dave Mahowich    |  | Director                                       |  |  | 2017 |  |  | –      | (4) |  |       | – |  |                             |  | 10,777  |                                 |  |  | –                              |  |  |                        | – |  |                         | 



|(1) | Trevor Newton was appointed Chairman of the Board of Directors on May 22, 2014.                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                           
|(2) | The Company and Mr. Newton agreed to issue stock in lieu of cash for the amount owed of $75,240 by issuing restricted common stock of the Company totaling 234,950 shares.
|    |                                                                                                                                                                           
|(3) | Michael Ranger was appointed Director on July 11, 2012                                                                                                                    
|    |                                                                                                                                                                           
|(4) | Dave Mahowich was appointed Director on June 16, 2017.                                                                                                                    









22







Change of Control Remuneration.



The Company had no plans or arrangements
with respect to remuneration received, or that may be received by executive officers of the Company in 2017, to compensate such
officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities
following a change of control.



6.C. Board Practices



6.C.1. Terms of Office.



Refer to Item 6.A.1.





6.C.2. Directors’ Service
Contracts.



Mr. Newton, President, CEO, Secretary and
Director supervises the Company’s operations. Mr. Newton does not bill the Company for these services, however he does have
a service agreement with the Company. The Company capitalized oil and gas exploration costs of $75,240 as of December 31, 2016,
under this agreement. The agreement does not provide for termination benefits of any kind. No expense was incurred for services
in 2017.



Dr. Ranger, Director, has a service agreement
with the Company for his Director services. The Company capitalized oil and gas exploration costs of $12,662 during the years ended
December 31, 2017, under this agreement. The agreement does not provide for termination benefits of any kind. No expense was incurred
for services in 2017.



Mr. Mahowich, Director, has a service agreement
with the Company for his Director services. During 2017, Mr. Mahowich received options to purchase 90,000 shares of common stock
at $0.05.



6.C.3. Board of Director Committees.



The Audit Committee oversees the accounting
and financial reporting processes of the Company and all audits and external reviews of the financial statements of the Company
on behalf of the Board, and has general responsibility for oversight of internal controls, accounting and auditing activities of
the Company. The Committee reviews, on a continuous basis, any reports prepared by the Company's external auditors relating to
the Company's accounting policies and procedures, as well as internal control procedures and systems. The Committee is also responsible
for examining all financial information, including annual financial statements, prepared for securities commissions and similar
regulatory bodies prior to filing or delivery of the same. The Audit Committee also oversees any complaints and concerns regarding
accounting, internal controls or auditing matters and the resolution of issues identified by the Company's external auditors. The
Audit Committee recommends to the Board the firm of independent auditors to be nominated for appointment by the shareholders and
the compensation of the auditors. The Audit Committee meets on an as needed basis. Currently the Board of Directors functions as
the audit committee.



6.D. Employees



The Company utilizes third party consultants
and had no full-time employees on December 31, 2017 or during the 2016 fiscal year. It is anticipated that we will need to add
managerial, technical and administrative staff in the future in order to realize our business objectives. We currently outsource
to outside engineers, geologists and other third party consultants on an as-needed basis.









23







6.E. Share Ownership



The table below indicates the ownership
of outstanding shares of the Company held by each of our officers and directors as of March 26, 2018. Information relating to ownership
of common shares by officers and directors is based upon information furnished by each person.



|Beneficial Owner                                |  | Shares |           |  | Percent of  total issued % (1) |  |        | Options | 
|----------------------------------------------- |  | ------ | --------- |  | ------------------------------ |  | ------ | ------- | 
|Trevor Newton(2)                                |  |        | 5,944,358 |  |                                |  | 35.82% |         | 
|                                                |  |        |           |  |                                |  |        |         | 
|Michael Ranger(3)                               |  |        | –         |  |                                |  | –      |         | 
|                                                |  |        |           |  |                                |  |        |         | 
|Dave Mahowich(4)                                |  |        | –         |  |                                |  | –      |         | 
|                                                |  |        |           |  |                                |  |        |         | 
|All Executive Officers and Directors as a Group |  |        | 5,944,358 |  |                                |  | 35.82% |         | 



|(1) | Based on 16,593,719 shares of common stock issued and outstanding as of March 26, 2018.                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Newton was
    awarded 200,000 stock options to purchase common shares of the Company at an exercise price of $1.40 on July 1, 2014 and
    250,000 stock options at an exercise price of $0.05 on November 12, 2017.  Mr. Newton exercised 240,000 stock
    options at an exercise price of $0.05 on February 18, 2018. All stock options are fully vested.
|(3) | Dr. Michael Ranger was awarded 20,000, 20,000 and 70,000 stock options to purchase common shares of the Company at an exercise price of $0.70, $1.40 and $.05 on July 11, 2012, July 11, 2012 and November 12, 2017, all which are fully vested.                                                                                                                 
|(4) | Dave Mahowich was awarded 90,000 stock options to purchase common shares of the Company at an exercise price of $0.05 on June 16, 2017, of which 30,000 are fully vested.                                                                                                                                                                                        



Item 7. Major Shareholders and Related Party Transactions



7.A. Major Shareholders





7.A.1.a. Holdings by Major Shareholders.



The table below indicates the share ownership
as of March 26, 2018 of any person or entity that management believes is the beneficial owner of more than 5% of our outstanding
common shares.



|Major Shareholders |  | Number of  Shares |           |  | Beneficial  Ownership (%) | 
|------------------ |  | ----------------- | --------- |  | ------------------------- | 
|T. Newton          |  |                   | 5,944,358 |  |                           | 



7.A.1.b. Significant Changes in
Major Shareholders’ Holdings.



None



7.A.1.c. Different Voting Rights.



The Company’s major shareholders do not have different
voting rights.











24







7.A.2 Share Ownership.



On March 26, 2018, the Company had one
hundred seventy-six (176) registered shareholders holding 16,593,719 shares. Of these, one hundred forty-two (142) registered shareholders
holding 6,735,830 common shares have addresses in the United States.



7.A.3 Ownership or Control of the
Company.



The Company is not, directly or indirectly,
owned or controlled by another corporation, foreign government or natural or legal person, severally or jointly.



7.A.4. Change of Control of Company
Arrangements.



There is no arrangement known to the Company
which may, at a subsequent date, result in a change in control of the Company.



7.B. Related Party Transactions



Stock purchases



During the year ended December 31, 2017,
the Company received total proceeds of $176,052 from private placements for 1,380,260 common shares issued to a related party by
common director.



Notes payable to related party



In December 2015, the Company borrowed
$13,835 ($19,000 Canadian) under two separate note agreements for $7,282 ($10,000 Canadian) and $6,553 ($9,000 Canadian) with related
parties. The lenders were related parties through an immediate family relationship with officers or directors of the Company and
a common director. The $7,282 loan from the immediate family relationship was repaid in its entirety at December 31, 2015. The
notes payable bore interest at the Bank of Canada Prime rate plus 1%. The Company could repay the loan and outstanding interest
thereon by giving notice to the lender 15 days prior to the anticipated repayment. At December 31, 2016, the effective interest
rate on these notes payable was 3.7%. The balance of notes payable to related parties at December 31, 2016 was $6,963. The Company
recognized interest expense of $264 and $nil for the years ended December 31, 2016 and 2015, respectively, in its Statement of
Operations and Comprehensive Income.





Consulting fees



Mr. Newton is the President and a member
of the Board of Directors of the Company. Mr. Newton does not bill the Company for his services as President; however, he has a
service agreement with the Company. Pursuant to this agreement, the Company capitalized oil and gas exploration costs and an accrued
liability of $75,240 as of December 31, 2016. The Company recognized $16,001 as consulting fees during the year ended December
31, 2015. The Company and Mr. Newton agreed to issue stock in lieu of cash for the amount of $75,240 by issuing restricted common
stock of the Company.



Mr. Michael Ranger is a member of the Board
of Directors of the Company. Mr. Ranger does not receive compensation for his services as a member of the board; however, he has
a service agreement with the Company. Pursuant to this agreement, the Company capitalized oil and gas exploration costs and an
accrued liability of $12,662 and $nil during the years ended December 31, 2016 and 2015, respectively. The Company and Mr. Ranger
agreed to issue stock in lieu of cash for a portion of this services billed in the amount of $7,448.



7.C. Interests of Experts and Counsel



Not applicable.









25







Item 8. Financial Information



A. Financial Statements and Other Financial Information



The Company's financial statements are
stated in United States Dollars and are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).



The financial statements, as required under
Item 18, are included in that item. The audit report of Fruci & Associates II, PLLC is included herein immediately preceding
the financial statements.



Audited Financial Statements:



Fiscal years ended December 31, 2017, 2016
and 2015.



8.A.7. Legal/Arbitration Proceedings



The Company is not involved in any legal
proceedings which subject it to any contingent liabilities.



8.A.8. Policy on Dividend Distributions



We have never declared or paid any cash
dividends on our common shares nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any
future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion
of our Board of Directors and will depend upon our earnings level, capital requirements, any restrictive loan covenants and other
factors the Board considers relevant.



B. Significant Changes



Not Applicable



Item 9. The Offer and Listing



A. Offer and Listing Details



The following tables set forth the price history of the Company’s
stock.



|1. | Annual high and low market prices for the last five full financial years:
|-- | -------------------------------------------------------------------------



|Year |  | Market Price |     
|---- |  | ------------ | ----
|     |  | High Price*  |     
|2017 |  | $            | 0.80
|2016 |  | $            | 0.70
|2015 |  | $            | 1.60
|2014 |  | $            | 3.50
|2013 |  | $            | 3.10



*retrospectively
adjusted for 1:10 stock split









26









|2. | High and low market prices for each full
        financial quarter during the three most recent full financial years:
|-- | ---------------------------------------------------------------------------------------------------------------------



|Financial Quarter |  |  | Market Price |                       
|----------------- |  |  | ------------ | ----------------------
|Year              |  |  | Quarter      |                       
|2017              |  |  |              | Fourth Quarter of 2017
|                  |  |  |              | Third Quarter of 2017 
|                  |  |  |              | Second Quarter of 2017
|                  |  |  |              | First Quarter of 2017 
|                  |  |  |              |                       
|2016              |  |  |              | Fourth Quarter of 2016
|                  |  |  |              | Third Quarter of 2016 
|                  |  |  |              | Second Quarter of 2016
|                  |  |  |              | First Quarter of 2016 
|                  |  |  |              |                       
|2015              |  |  |              | Fourth Quarter of 2015
|                  |  |  |              | Third Quarter of 2015 
|                  |  |  |              | Second Quarter of 2015
|                  |  |  |              | First Quarter of 2015 

* retrospectively adjusted for 1:10 stock split





B. Plan of Distribution.



Not applicable.



C. Markets.



The Company’s common stock trades
over the counter in the United States on the OTCQB tier of the electronic over-the-counter marketplace operated by OTC Markets
Group, Inc. under the symbol SOIGF.



D. Selling Shareholders.



Not applicable.



E. Dilution.



Not applicable.



F. Expenses of the Issue.



Not applicable.









27







Item 10. Additional Information



A. Share Capital.



On July 18, 2017, the Company affected a reverse stock split
of the Company’s Common Stock at a reverse split ratio of 1-for-10, pursuant to a plan approved by the Company’s Board
of Directors. The reverse stock split was declared effective by the Financial Industry Regulatory Authority (“FINRA”)
on December 1, 2017. All shares referenced herein have been retroactively adjusted to reflect the reverse stock split.



B. Memorandum and Articles of Association



Corporate Registration



Strata Oil & Gas Inc. was originally
incorporated under the laws of the State of Nevada on November 18, 1998 and commenced operations in January 1999. The Company filed
Articles of Continuance under the Canada Business Corporations Act on August 20, 2004 and is registered with Industry Canada under
Corporation No. 425346-9.



Objects and Purposes



Strata’s Articles of Continuance
do not specify any specific objects or purposes. Under the Canada Business Corporations Act, a corporation has all the legal powers
of a natural person. Corporations may not undertake certain limited business activities such as operating as a trust company or
railroad without alterations to its form of articles and specific government consent.



Powers of Directors



Under the Company's Articles and Bylaws,
the Board of Directors has the authority, without further action by the holders of the outstanding Common Shares, to issue preferred
shares from time to time in one or more series, to fix the number of shares constituting any series, and to fix the terms of any
such series, including dividend rights, dividend rates, conversion or exchange rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price and the liquidation preference or such series.



The Company’s Articles and Bylaws
provide that the Board of Directors may, from time to time, with or without the authority or the authorization of the shareholders,
in such amounts and on such terms as it deems expedient, cause the Company to:



(a) borrow money upon the credit of the
Company, including by way of overdraft;



(b) issue, re-issue, sell or pledge bonds,
debentures, notes or other evidences of indebtedness of the Company, whether secured or unsecured;



(c) give a guarantee to secure performance
of any obligation to any person; or



(d) charge, mortgage, hypothecate, pledge
or otherwise create a security interest in the undertaking of the Company or in all or any of the currently owned or subsequently
acquired property and assets of the Company, including without limiting the generality of the foregoing, real and personal property,
movable and immovable property, tangible and intangible assets, book debts, rights, powers and franchise, to secure any present
or future obligation of the Company.



The Board may from time to time delegate
to a committee, to a Director or to an Officer of the Company all or any of the powers conferred on the Board by law or the
Bylaws to such extent and in such manner as the Board from time to time determines.



There are no age limit requirements pertaining to the retirement
or non-retirement of directors and a director need not be a shareholder of the Company.



The Company does not have any compensation
agreements with the Board of Directors, however the Company may reimburse each director for the reasonable expenses that he or
she may incur in or about the business of the Company. If any director performs any professional or other services for the Company
that in the opinion of the directors is outside the ordinary duties of a director, or if any director is otherwise specially occupied
in or about the Company’s business, he or she may be paid either in addition to or substitution for any other remuneration
they may be entitled to receive.



The Company's Bylaws require the Company
to indemnify all directors and officers of the Company, a former director or officer of the Company or any other individual who
acts or acted at the Company's request as a director or officer, or an individual acting in a similar capacity.









28







Description of Securities



The Company is authorized to issue an unlimited
number of shares of common stock (the “Common Shares”) as well as an unlimited number of shares of preferred stock
(the “Preferred Shares”).



Subject to the rights of holders of Preferred
Shares in the future, if any, holders of the Common Shares are entitled to share equally on a per share basis in such dividends
as may be declared by the Board of Directors out of funds legally available therefore. There are presently no plans to pay dividends
with respect to the Common Shares. Upon the Company’s liquidation, dissolution or winding up, after payment of creditors
and the holders of any of the Preferred Shares, if any, the Company’s assets will be divided pro rata on a per share basis
among the holders of the Common Shares. The Common Shares are not subject to any liability for further assessments. There are no
conversions or redemption privileges nor any sinking fund provisions with respect to the Common Shares and the Common Shares are
not subject to call. The holders of Common Shares do not have any pre-emptive or other subscription rights. Holders of the Common
Shares are entitled to cast one vote for each share held at all shareholders’ meetings for all purposes, including the election
of directors. The Common Shares do not have cumulative voting rights.



None of the Preferred Shares are currently outstanding.



Action Necessary to Change Rights of
Shareholders



Under the Company's Articles, the Board
of Directors has the authority, without further action by the holders of the outstanding Common Shares, to issue preferred shares
from time to time in one or more series, to fix the number of shares constituting any series, and to fix the terms of any such
series, including dividend rights, dividend rates, conversion or exchange rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price and the liquidation preference or such series.



There are no limitations upon the rights to own securities.



There are no provisions that would have the effect of delaying,
deferring, or preventing a change in control of the Company.



There is no special ownership threshold above which an ownership
position must be disclosed.



A copy of the Company’s Articles
has been filed as an exhibit to the Company’s 20-F Registration Statement.



Manner of Convening Annual and Special
Meetings of Shareholders



Annual and special meetings of the shareholders
may be called by the Board of Directors. Notice of a shareholder meeting shall be given not less than 21 days, and not more than
60 days, prior to the date of such meeting to each Director, the auditor of the Company and each shareholder of record entitled
to vote at the meeting. A quorum for any shareholder meeting shall be persons present not being less than two in number and holding
or representing by proxy not less than 5% of the total number of issued shares entitled to vote at the meeting.



Limitations on Rights to Own, Hold or
Vote Securities



There are currently no limitations of general
application imposed by Canadian federal or provincial laws on the rights of non-residents of Canada to hold or vote Strata’s
common shares. There are also no such limitations imposed by the Articles of Incorporation with respect to Strata’s common
shares. There are, however, certain requirements on the acquisition of control of Strata’s securities by non-residents of
Canada. The Investment Canada Actrequires notification to, and in certain cases, advance review and approval by the Government
of Canada of the acquisition by a “non-Canadian” of “control” of a “Canadian business”, all
as defined in the Investment Canada Act. Generally speaking, in order for an acquisition to be subject to advance review
and approval, the asset value of the Canadian business being acquired must meet or exceed certain monetary thresholds.



C. Material Contracts



We have not entered into any material contracts,
other than contracts entered into in the ordinary course of business, for the two years immediately preceding publication of this
document. Significant property contracts are as described in Item 4.D.









29







D. Exchange Controls



There are no government laws, decrees or
regulations in Canada which restrict the export or import of capital or, subject to the following sentence, which affect the remittance
of dividends or other payments to nonresident holders of Strata’s common shares. However, any such remittance to a resident
of the United States is generally subject to non-resident tax pursuant to the 1980 Canada-United States Income Tax Convention.
See “Item 10.E Taxation” for additional discussion on tax matters.



E. Taxation



NOTHING HEREIN SHOULD BE RELIED UPON
OR INTERPRETED AS LEGAL OR TAX ADVICE AND EACH SHAREHOLDER SHOULD CONSULT WITH HIS OR HER OWN ATTORNEY, ACCOUNTANT AND OTHER PROFESSIONAL
ADVISORS ABOUT THE TAX CONSEQUENCES OF AN INVESTMENT IN THE COMPANY’S SECURITIES. THE DISCUSSION IS PRESENTED FOR INFORMATION
PURPOSES ONLY AND IS INTENDED TO BE A DISCUSSION PRIMARILY OF THE CANADIAN AND UNITED STATES INCOME TAX CONSEQUENCES. EACH SHAREHOLDER
IS URGED TO CONSULT WITH HIS OR HER PROFESSIONAL TAX ADVISER WITH RESPECT TO ALL FEDERAL, PROVINCIAL, STATE AND LOCAL INCOME TAXES,
GIFT, ESTATE AND OTHER TAX CONSEQUENCES IN THE UNITED STATES AND CANADA. THE TAX AND OTHER MATTERS DESCRIBED HEREIN DO NOT CONSTITUTE
AND SHOULD NOT BE CONSIDERED AS LEGAL OR TAX ADVICE TO SHAREHOLDERS.





CANADIAN FEDERAL INCOME TAX CONSEQUENCES



This summary is based upon the current
provisions of the Income Tax Act (Canada), the regulations thereunder, the current publicly announced administrative and assessing
policies of the Canada Revenue Agency, and all specific proposals (the “Tax Proposals”) to amend the Income Tax Act
and regulations announced by the Minister of Finance (Canada) prior to the date hereof. This discussion is not exhaustive of all
possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any
changes in law, whether by legislative, governmental or judicial action, nor does it take into account provincial or foreign tax
considerations which may differ significantly from those discussed herein.



The summary applies to beneficial owners
of common shares who, for the purposes of the Income Tax Act, are residents of the United States and are not resident in Canada,
and who hold common shares of Strata as capital property.



Dividends



The Income Tax Act provides that dividends
and other distributions deemed to be dividends paid or deemed to be paid by a Canadian resident corporation (such as Strata) to
a non-resident of Canada shall be subject to a non-resident withholding tax equal to 25% of the gross amount of the dividend or
deemed dividend.



Provisions in the Income Tax Act relating
to dividend and deemed dividend payments to and capital gains realized by non-residents of Canada who are residents of the United
States are subject to the 1980 Canada-United States Income Tax Convention and the five subsequent protocols amending the Convention.



Article X of the 1980 Canada-United States
Income Tax Convention provides that the rate of Canadian non-resident withholding tax on dividends or deemed dividends paid to
a United States corporation that beneficially owns at least 10% of the voting shares of the corporation paying the dividend shall
not exceed 5% of the dividend or deemed dividend, and in any other case, the rate of non-resident withholding tax shall not exceed
15% of the dividend or deemed dividend.



Disposition of Shares



The Income Tax Act provides that a non-resident
person is subject to tax in Canada on the disposition of “taxable Canadian property.” Common shares of Strata are likely
considered to be “taxable Canadian property” as defined in the Income Tax Act. Therefore, under the Income Tax Act,
a non-resident would be subject to tax in Canada on the disposition of common shares of Strata. Article XIII of the 1980 Canada-United
States Income Tax Convention provides that gains realized by a United States resident on the disposition of shares of a Canadian
corporation may not generally be taxed in Canada unless the value of the Canadian corporation is derived principally from real
property situated in Canada.



Generally, certain filing and reporting
obligations exist where a non-resident of Canada disposes of taxable Canadian property. In particular, the non-resident must make
an application to the Canada Revenue Agency in advance of the disposition for the purpose of obtaining a certificate issued by
the Canada Revenue Agency pursuant to section 116 of the Income Tax Act. If the non-resident fails to secure such certificate from
the Canada Revenue Agency in advance of the disposition, the purchaser is required to withhold and remit to the Canada Revenue
Agency 25% of the amount otherwise payable to the non-resident.









30







UNITED STATES FEDERAL INCOME TAX CONSEQUENCES



The following discussion is based on the
U.S. Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury Regulations, published
Internal Revenue Service rulings, published administrative positions of the Internal Revenue Service and court decisions that are
currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time.
In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation
that, if enacted, could be applied, possibly on a retroactive basis, at any time. In addition, this discussion does not cover any
state, local or foreign tax consequences. The following is a discussion of United States federal income tax consequences, under
current law, generally applicable to a U.S. Holder (as defined below) of common shares of Strata who holds such shares as capital
assets. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences
peculiar to persons subject to special provisions of federal income tax law, such as those described below that are excluded from
the definition of a U.S. Holder.



U.S. Holder



As used herein, a “U.S. Holder”
includes a holder of common shares of Strata who is a citizen or resident of the United States, a corporation created or organized
in or under the laws of the United States or of any political subdivision thereof, any United States entity which is taxable as
a corporation for United States tax purposes and any other person or entity whose ownership of common shares of Strata is effectively
connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special
provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance
companies, real estate investment trusts, regulated investment companies, broker-dealers, nonresident alien individuals or foreign
corporations whose ownership of common shares is not effectively connected with the conduct of a trade or business in the United
States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.



Dividends



Except as otherwise discussed below under
“Passive Foreign Investment Company Considerations,” U.S. Holders receiving dividend distributions (including constructive
dividends) with respect to common shares of Strata are required to include in gross income for United States federal income tax
purposes the gross amount of such distributions to the extent that Strata has current or accumulated earnings and profits, without
reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to
certain limitations, against the U.S. Holder’s United States federal tax liability or, alternatively, may be deducted in
computing the U.S. Holder’s federal taxable income (but in the case of individuals, only if they itemize deductions). See
“Foreign Tax Credit.” To the extent that distributions exceed current or accumulated earnings and profits of Strata,
they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares (which adjusted
basis must therefore be reduced) and thereafter as a gain from the sale or exchange of the common shares. Preferential tax rates
for long-term capital gains are applicable to a U.S. Holder that is an individual, estate or trust. Moreover, “qualified
dividends” received by U.S. Holders who are individuals, during tax years beginning before January 1, 2009, from any “qualified
foreign corporation” are subject to a preferential tax rate, provided such individual U.S. Holder meets a certain holding
period requirement. A “qualified foreign corporation” is generally any corporation formed in a foreign jurisdiction
which has a comprehensive income tax treaty with the United States or, if not, the dividend is paid with respect to stock that
is readily tradable on an established United States market. However, a “qualified foreign corporation” excludes a foreign
corporation that is a foreign personal holding company, a foreign investment company, or a passive foreign investment company for
the year the dividend is paid or the previous year. Strata believes that it qualifies as a “qualified foreign corporation”.
There are currently no preferential tax rates for a U.S. Holder that is a corporation.



In general, dividends paid on common shares
of Strata will not be eligible for the same dividends received deduction provided to corporations receiving dividends from certain
United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction
of the United States source portion of dividends received from Strata (unless Strata is a “foreign personal holding company”
as defined in Section 552 of the Code, or a “passive foreign investment company” as defined below) if such U.S. Holder
owns shares representing at least 10% of the voting power and value of Strata. The availability of this deduction is subject to
several complex limitations that are beyond the scope of this discussion.









31







Foreign Tax Credit



A U.S. Holder who pays (or has withheld
from distributions) Canadian or other foreign income tax with respect to the ownership of common shares of Strata may be entitled,
at the election of the U.S. Holder, to either a tax credit or a deduction for such foreign tax paid or withheld. This election
is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during
that year. There are significant and complex limitations that apply to the credit, among which is the general limitation that the
credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s
foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation,
the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern income such
as “passive income”, “high withholding tax interest”, “financial services income”, “shipping
income” and certain other classifications of income. In addition, U.S. Holders that are corporations and that own 10% or
more of the voting stock of Strata may be entitled to an “indirect” foreign tax credit under Section 902 of the Code
with respect to the payment of dividends by Strata under certain circumstances and subject to complex rules and limitations. The
availability of the foreign tax credit and the application of the limitations on the foreign tax credit are fact specific and holders
and prospective holders of common shares should consult their own tax advisors regarding their individual circumstances.



Disposition of Shares



Except as otherwise discussed below under
“Passive Foreign Investment Company Considerations,” a gain or loss realized on a sale of common shares will generally
be a capital gain or loss, and will be long-term if the shareholder has a holding period of more than one year. The amount of gain
or loss recognized by a selling U.S. Holder will be measured by the difference between (i) the amount realized on the sale and
(ii) his or its tax basis in the common shares. Gains and losses are netted and combined according to special rules in arriving
at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations.
Individual U.S. Holders may carryover unused capital losses to offset capital gains realized in subsequent years. For U.S. Holders
that are corporations (other than corporations subject to Subchapter S of the Code), any unused capital losses may only be carried
back three and forward five years from the loss year to offset capital gains until such net capital losses are exhausted.



Foreign Personal Holding Company Considerations



Special rules apply to a U.S. Holder of
a “foreign personal holding company” or “FPHC” as defined in Section 552 of the Code. Strata will not be
classified as a FPHC for U.S. federal income tax purposes unless (i) five or fewer individuals who are U.S. citizens or residents
own or are deemed to own more than 50% of the total voting power of all classes of stock entitled to vote or the total value of
Strata stock; and (ii) at least 60% (or 50% in certain cases) of Strata’s gross income consists of “foreign personal
holding company income,” which generally includes passive income such as dividends, interest, gains from the sale or exchange
of stock or securities, certain rents, and royalties. Strata believes that it is not a FPHC; however, no assurance can be provided
that Strata will not be classified as a FPHC in the future.



Passive Foreign Investment Company Considerations



If Strata is a “passive foreign investment
company” or “PFIC” as defined in Section 1297 of the Code, U.S. Holders will be subject to U.S. federal income
taxation under one of two alternative tax regimes at the election of each such U.S. Holder. Section 1297 of the Code defines a
PFIC as a corporation that is not formed in the United States and either (i) 75% or more of its gross income for the taxable year
is “passive income”, which generally includes interest, dividends and certain rents and royalties or (ii) the average
percentage, by fair market value (or, if Strata elects, adjusted tax basis), of its assets that produce or are held for the production
of “passive income” is 50% or more. The rules applicable to a FPHC take priority over the rules applicable to a PFIC,
so that amounts includable in gross income under the FPHC rules will not be taxable again under the PFIC rules. Strata does not
believe that it will be a PFIC for the current fiscal year or for future years. Whether Strata is a PFIC in any year and the tax
consequences relating to PFIC status will depend on the composition of Strata’s income and assets, including cash. U.S. Holders
should be aware, however, that if Strata becomes a PFIC, it may not be able or willing to satisfy record-keeping requirements that
would enable U.S. Holders to make an election to treat Strata as a “qualified electing fund” for purposes of one of
the two alternative tax regimes applicable to a PFIC. U.S. Holders or potential shareholders should consult their own tax advisor
concerning the impact of these rules on their investment in Strata.



F. Dividends and Paying Agents



Not applicable.



G. Statement by Experts



Not applicable.









32







H. Documents on Display



We are subject to the periodic reporting
and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information
with the SEC. Specifically; we are required to file annually a Form 20-F Annual Report no later than four months after the close
of each fiscal year which is December 31. Copies of reports and other information, when so filed, may be inspected without charge
and may be obtained at prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC
at 1-800-SEC-0330. The SEC also maintains a web site at www.sec.gov that contains reports, proxy and information statements, and
other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private
issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy
statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions
contained in Section 16 of the Exchange Act.





The Company's documents on display are
available with the U.S. Securities and Exchange Commission EDGAR website at www.sec.gov.



I. Subsidiary Information



Not applicable.



Item 11. Quantitative and Qualitative Disclosures About Market
Risk



Market risk represents the potential risk
of loss in the future earnings of Strata due to adverse changes in financial markets. Strata is exposed to market risk from changes
in its common share price, foreign exchange rates and interest rates. Inflation has not had a significant impact on Strata’s
results of operations.



Foreign Currency Sensitivity



While our financial statements are reported
in US dollars and are intended to comply with U.S. GAAP requirements, a significant portion of our business operations may be conducted
in Canadian dollars. Since June 1, 1970, the government of Canada has permitted a floating exchange rate to determine the value
of the Canadian dollar as compared to the United States dollar. On March 26, 2018, the exchange rate in effect for Canadian dollars
exchanged for United States dollars, expressed in terms of Canadian dollars was $1.29. This
exchange rate is based upon the noon buying rates of the Bank of Canada.



Interest Rate Sensitivity



The Company currently has no significant
long-term or short-term debt requiring interest payments. Thus, the Company has not entered into any agreement or purchased any
instrument to hedge against possible interest rate risks at this time.



The Company's interest earning investments
are primarily short-term, or can be held to maturity, and thus, any reductions in carrying values due to future interest rate declines
are believed to be immaterial. However, as the Company has a significant cash or near-cash position, which is invested in such
instruments, reductions in interest rates will reduce the interest income from these investments.



Item 12. Description of Securities Other than Equity Securities



Not applicable.









33







PART II



Item 13. Defaults, Dividend Arrearages and Delinquencies



None.



Item 14. Material Modifications to the Rights of Security
Holders and Use of Proceeds



None.



Item 15. Controls and Procedures



Evaluation of Disclosure Controls and
Procedures



Our management, under supervision and with
the participation of the principal executive officer and the principal financial officer, evaluated the effectiveness of our disclosure
controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the principal executive officer
and principal financial officer concluded that, as of December 31, 2017, our disclosure controls and procedures were effective.



Disclosure controls and procedures are
controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted
under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated
to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.



Management’s Report on Internal
Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under
Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.



All internal control systems, no matter
how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined
to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation
and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls
become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.



Management assessed the effectiveness of
the Company’s internal control over financial reporting as of December 31, 2017. In making the assessment, management used
the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission’s (COSO) 2013 Internal Control-Integrated
Framework. Based on its assessment as of December 31, 2017, management concluded that our disclosure controls and procedures were
effective. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that all control issues within the Company have been detected. However, the Company plans to continue to evaluate and work to improve
its internal controls in these areas. The Company’s internal controls over financial reporting were effective.



Attestation Report of Registered Public
Accounting Firm



This Annual Report does not include an
attestation report of the Company’s independent registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting
firm pursuant to permanent rules of the SEC that permit the Company to provide only management’s report in this Annual Report.









34







Changes in Internal Controls over Financial
Reporting



As of December 31, 2017, management assessed
the effectiveness of our internal control over financial reporting, and based on that evaluation, they concluded that through December
31, 2017 and to date, the internal controls and procedures were effective. During the course of their evaluation, we did not discover
any fraud involving management or any other personnel who play a significant role in our disclosure of controls and procedures
or internal controls over financial reporting.



We believe that our financial statements
contained in our Form 20-F for the twelve months ended December 31, 2017, fairly present our financial position, results of operations
and cash flows for the years covered thereby in all material respects. We are committed to improving our financial organization.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over
financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or
improvements as necessary.



Item 16A. Audit Committee



The Board of Directors is empowered to
appoint an Audit Committee for the Corporation. Currently the Board of Directors functions as the Audit Committee. The Audit Committee
members are not considered independent as specified in the National Instrument 52-110. We believe that the Board of Directors are
collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for
financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee
financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages
of our development and the fact that we have not generated revenues to date.



AUDIT
COMMITTEE INFORMATION



The mandate of the Audit Committee is set
forth in Appendix "A" attached hereto.



Composition of the Audit Committee



The Audit Committee is currently comprised
of Trevor Newton (Chairman), Michael Ranger and Dave Mahowich, all of whom are financially literate under National Instrument 52-110
- Audit Committees (“NI 52-110”). Dr. Ranger and Mr. Mahowich are independent under NI 52-110. Mr. Newton
is not considered independent under NI 52-110 as he serves as an executive officer of the Company.



Relevant Education and Experience



The following relevant education and experience
of the members of the Audit Committee have been used in assessing their financial literacy:



Trevor Newton



Mr. Newton has assisted private and public
companies in their financing, project acquisition, and development since 1996. Mr. Newton has a B.Sc. in Economics from the University
of Victoria and an M.A. in Economics from Simon Fraser University.



Michael Ranger



Dr. Ranger is an independent petroleum
consultant and is a director of Canadex Resources Ltd. Dr. Ranger has a prolific career providing services to an array of the world's
largest oil companies. Dr. Ranger has a Ph.D. in Petroleum Geology from the University of Alberta, a MSc. Degree in Sedimentary
Geology from Memorial University of Newfoundland, and a BSc. Geology from Concordia University.











35







Dave Mahowich



Mr. Mahowich has 27 years of experience
in the oil and gas sector, including expertise in the Peace River oil sands region, where he oversaw drilling operations. Mr. Mahowich
managed drilling in the region for Shell Canada and drilled more than 300 wells in the Peace River region, with specific areas
of expertise in cold production wells (CHOPS), multilateral horizontal wells, and SAG-D. Mr. Mahowich's professional experience
also includes drilling and completion program management, operations, oil field manufacturing, and business/asssets development
with a specific focus on heavy oil and bitumen plays.



Audit Committee Oversight



At no time since incorporation was a recommendation
of the audit committee to nominate or compensate an external auditor not adopted by the Board of Directors of the Corporation.



Pre-Approval Policies and Procedures



To safeguard the continued independence
of the Corporation’s external auditors, all services (including non-audit services) to be rendered by the Corporation’s
external auditors and any of their related entities to the Corporation or any subsidiary of the Corporation, and all related terms
of engagement, must be the subject of pre-approval by the Audit Committee.



Reliance on Certain Exemptions



As the Company is a “venture issuer”
and may avail itself of exemptions from the Requirement of Part 3 – Composition of the Audit Committee which requires the
independence of each member of the audit committee.



Item 16B. Code of Ethics



The Company has adopted a Code of Ethics
that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions. For purposes of this Item, the term Code of Ethics means written standards that are reasonably designed
to deter wrongdoing and to promote:



| | · | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | full, fair, accurate, timely, and understandable disclosure in reports and documents that the issuer files with, or submits to, the Commission and in other public communications made by the issuer;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | compliance with applicable governmental laws, rules and regulations;
| | - | --------------------------------------------------------------------



| | · | the prompt internal reporting of violations of the code to the board of directors or another appropriate person or persons identified in the code; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | accountability for adherence to the code.
| | - | -----------------------------------------



There have been no amendments to the Code
of Ethics and no waivers of any of its provisions during the years ended December 31, 2017.



The Company hereby undertakes to provide
to any person without charge, upon request, a copy of such Code of Ethics. Such request may be made in writing to the Board of
Directors at the address of the issuer.









36







Item 16C. Principal Accountant Fees
and Services



The fees billed for each of the last three
fiscal years for professional services rendered by the Company’s audit firm for various services (including an estimate of
year-end audit fees) are set forth below:



|                   |  | Fiscal year  ending  December 31, 2017(1)(2) |        |  | Fiscal year ending  December 31,  2016 (1) |   |        | Fiscal year ending  December 31,  2015 (1)(3) | 
|------------------ |  | -------------------------------------------- | ------ |  | ------------------------------------------ | - | ------ | --------------------------------------------- | 
|Audit Fees         |  | $                                            | 12,000 |  |                                            | $ | 12,500 |                                               | 
|Audit Related Fees |  |                                              | –      |  |                                            |   | –      |                                               | 
|Tax Fees           |  |                                              | –      |  |                                            |   | –      |                                               | 
|All Other Fees     |  |                                              | –      |  |                                            |   | –      |                                               | 
|                   |  | $                                            | 12,000 |  |                                            | $ | 12,500 |                                               | 



|(1) | As of December 31, 2017, the Company’s Audit Committee did not have a formal documented pre-approval policy for the fees of the principal accountant.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Estimated to date for the year ended December 31, 2017                                                                                               



From time to time, management of
the Company recommends to and requests approval from the Board of Directors for non-audit services to be provided by the Company’s
auditors. The Board routinely considers such requests during Board meetings, and if acceptable to a majority of the Board members,
pre-approves such non-audit services by a resolution authorizing management to engage the Company’s auditors for such non-audit
services, with set maximum dollar amounts for each itemized service. During such deliberations, the Board assesses, among other
factors, whether the services requested would be considered “prohibited services” as contemplated by the Securities
and Exchange Commission and whether the services requested and the fees related to such services could impair the independence
of the auditors. There were no non-audit related services provided by the Company’s audit firm.



Item 16D. Exemptions from the Listing Standards for Audit
Committees



Not applicable.



Item 16E. Purchases of Equity Securities by the Issuer and
Affiliated Purchasers



Neither the Company nor any “affiliated
purchasers” as defined in Rule 10b-18(a)(3) under the Exchange Act purchased any shares of the Company.



Item 16F. Change in Registrant’s Certifying Accountant



Not applicable.



Item 16G. Corporate Governance



Not applicable.



Item 16H. Mine Health and Safety, Conflict
Minerals and Government Payments



Not applicable.









37







PART III



Item 17. Financial Statements



The Company has provided financial statements pursuant to Item
18.



Item 18. Financial Statements



The Company's financial statements are
stated in United States Dollars and are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).



Item 19. Exhibits





|Exhibit No. | Description                                                                                 
|----------- | --------------------------------------------------------------------------------------------
|1.1         | Articles of Continuance (1)                                                                 
|1.2         | Bylaws (1)                                                                                  
|1.3         | Audit Committee Charter (2)                                                                 
|2.1         | Description of Capital Stock (contained in the Articles of Continuance filed as Exhibit 1.1)
|12.1*       | Section 302 Certification of Principal Executive and Financial Officer                      
|13.1*       | Section 906 Certification of Principal Executive and Financial Officer                      
|14.1*       | Fruci & Associates II, PLLC Consent                                                         
|15.2        | 2006 Stock Option Plan (3)                                                                  
|101.INS**   | XBRL Instance Document                                                                      
|101.SCH**   | XBRL Taxonomy Extension Schema Document                                                     
|101.CAL**   | XBRL Taxonomy Extension Calculation Linkbase Document                                       
|101.DEF**   | XBRL Definition Linkbase Document                                                           
|101.LAB**   | XBRL Label Linkbase Document                                                                
|101.PRE**   | XBRL Presentation Linkbase Document                                                         



* Filed herewith.

** To be filed by amendment



(1) Previously filed with the Company’s Registration Statement
on Form S-4 on April 22, 2003

(2) Previously filed with the Company’s Annual Report
on Form 20-F on April 29, 2015

(3) Filed with the Company’s Form S-8 Registration Statement
on June 1, 2006









38







SIGNATURES



The Registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual
Report on its behalf.



|                       | STRATA OIL & GAS INC.              
|---------------------- | -----------------------------------
|                       | (Registrant)                       
|                       |                                    
|                       |                                    
|Dated:  March 28, 2018 | By:   /s/ Trevor Newton            
|                       | Trevor Newton                      
|                       | President, Chief Executive Officer,
|                       | Secretary and Director             



In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|SIGNATURE          |  | TITLE    |  | DATE          
|------------------ |  | -------- |  | --------------
|                   |  |          |  |               
|                   |  |          |  |               
|/s/ Trevor Newton  |  | Director |  | March 28, 2018
|Trevor Newton      |  |          |  |               
|                   |  |          |  |               
|/s/ Michael Ranger |  | Director |  | March 28, 2018
|Michael Ranger     |  |          |  |               
|                   |  |          |  |               
|/s/ Dave Mahowich  |  | Director |  | March 28, 2018
|Dave Mahowich      |  |          |  |               











39







Strata Oil & Gas Inc.

Financial Statements

December 31, 2017





Contents





|Report of Independent Registered Public Accounting Firm                                                       | F-2
|------------------------------------------------------------------------------------------------------------- | ---
|Balance Sheets as of December 31, 2017 and 2016                                                               | F-3
|Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2017, 2016 and 2015 | F-4
|Statements of Changes in Stockholders’ Equity (Deficit) as of December 31, 2017                               | F-5
|Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015                                 | F-6
|Notes to the Financial Statements                                                                             | F-7









































F-1













REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Shareholders

Strata Oil & Gas Inc.

Alberta, Canada



Opinion on the Financial Statements



We have audited the accompanying balance
sheets of Strata Oil & Gas Inc. (“the Company”) as of December 31, 2017 and 2016, and the related statements of
operations and comprehensive income (loss), changes in shareholders’ equity (deficit), and cash flows for each of the three
years ended December 31, 2017, and the related notes (collectively referred to as the financial statements). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and
2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in
conformity with accounting principles generally accepted in the United States of America.



Basis for Opinion



These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.



Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.



Consideration of the Company’s
Ability to Continue as a Going Concern



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company has incurred net losses since inception, has negative cash flows from operations,
and is expected to incur further negative operating cash flows in the foreseeable future. These factors raise substantial doubt
about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also
described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.







Fruci & Associates II, PLLC



We have served as the Company’s auditor since 2017.



Spokane, Washington

March 27, 2018









F-2







STRATA OIL & GAS INC.

BALANCE SHEETS

(Expressed in US Dollars)



|                                                                                                                                                             |  | December 31, |            
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | -----------
|                                                                                                                                                             |  | 2017         |            
|ASSETS                                                                                                                                                       |  |              |            
|Current assets                                                                                                                                               |  |              |            
|Cash                                                                                                                                                         |  | $            | 18,591     
|GST receivables                                                                                                                                              |  |              | 945        
|Prepaid expenses                                                                                                                                             |  |              | –          
|Total current assets                                                                                                                                         |  |              | 19,536     
|                                                                                                                                                             |  |              |            
|Reclamation deposits                                                                                                                                         |  |              | 96,738     
|Total assets                                                                                                                                                 |  | $            | 116,274    
|                                                                                                                                                             |  |              |            
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                               |  |              |            
|Current liabilities                                                                                                                                          |  |              |            
|Accounts payable and accrued liabilities                                                                                                                     |  | $            | 76,951     
|Accounts payable and accrued liabilities - related party                                                                                                     |  |              | 14,749     
|Notes payable                                                                                                                                                |  |              | 7,718      
|Derivative liability                                                                                                                                         |  |              | 273,170    
|Total current liabilities                                                                                                                                    |  |              | 372,588    
|                                                                                                                                                             |  |              |            
|Asset retirement obligation                                                                                                                                  |  |              | 163,020    
|Total liabilities                                                                                                                                            |  |              | 535,608    
|                                                                                                                                                             |  |              |            
|Commitments and Contingencies                                                                                                                                |  |              |            
|                                                                                                                                                             |  |              |            
|Stockholders' equity (deficit)                                                                                                                               |  |              |            
|Preferred stock: no par value, unlimited shares authorized and none issued                                                                                   |  |              | –          
|Common stock: no par value, unlimited shares authorized; 15,853,719 and 14,215,016 shares issued and outstanding at December 31, 2017 and 2016; respectively |  |              | –          
|Additional paid-in capital                                                                                                                                   |  |              | 23,232,255 
|Accumulated deficit                                                                                                                                          |  |              | (23,245,776
|Accumulated other comprehensive income                                                                                                                       |  |              | (405,813   
|Total stockholders' equity (deficit)                                                                                                                         |  |              | (419,334   
|Total liabilities and Stockholders' equity (deficit)                                                                                                         |  | $            | 116,274    



The accompanying notes are an integral
part of these financial statements.







F-3







STRATA OIL & GAS INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)

(Expressed in US Dollars)



|                                                      |  | For the years ended December 31, |           
|----------------------------------------------------- |  | -------------------------------- | ----------
|                                                      |  | 2017                             |           
|Operating Expenses:                                   |  |                                  |           
|Professional fees                                     |  | $                                | 30,835    
|Office and sundry                                     |  |                                  | 5,660     
|Consulting fees                                       |  |                                  | 81,665    
|Transfer agent fees                                   |  |                                  | 4,640     
|Accretion expense                                     |  |                                  | 13,970    
|Impairment of oil & gas properties                    |  |                                  | 164,566   
|Total operating expenses                              |  |                                  | 301,336   
|                                                      |  |                                  |           
|Other income (expense):                               |  |                                  |           
|Interest income                                       |  |                                  | 815       
|Interest income, related party                        |  |                                  | –         
|Interest expense                                      |  |                                  | (282      
|Gain (loss) on disposal of properties                 |  |                                  | 42,502    
|Foreign exchange loss                                 |  |                                  | (564      
|Change in fair value of derivative liability          |  |                                  | 538,826   
|Total other income                                    |  |                                  | 581,297   
|                                                      |  |                                  |           
|Net income (loss)                                     |  |                                  | 279,961   
|                                                      |  |                                  |           
|Other comprehensive income (loss)                     |  |                                  |           
|Foreign currency translation adjustment               |  |                                  | (34,325   
|Comprehensive (loss) income                           |  | $                                | 245,636   
|Basic and diluted earnings (loss) per share (Note 10) |  |                                  |           
|Basic income (loss) per common share                  |  | $                                | 0.02      
|Diluted income (loss) per common share                |  | $                                | 0.02      
|Basic weighted average number of shares outstanding   |  |                                  | 14,880,909
|Diluted weighted average number of shares outstanding |  |                                  | 15,310,909



The accompanying notes are an integral
part of these financial statements.







F-4







STRATA OIL & GAS INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY (DEFICIT)

(Expressed in US Dollars)



|                                                                                         | Common Stock Shares |            | Additional Paid-in Capital |   | Stock Subscriptions Payable |   | Accumulated Deficit |         | Accumulated Other Comprehensive Income |   | Total Stockholders' Equity (Deficit) |  
|---------------------------------------------------------------------------------------- | ------------------- | ---------- | -------------------------- | - | --------------------------- | - | ------------------- | ------- | -------------------------------------- | - | ------------------------------------ | -
|Balance December 31, 2014                                                                |                     | 8,938,318  |                            | $ | 21,905,643                  |   | $                   | –       |                                        | $ | (18,946,856                          | )
|                                                                                         |                     |            |                            |   |                             |   |                     |         |                                        |   |                                      |  
|Stock compensation, non-employees                                                        |                     | –          |                            |   | 41,845                      |   |                     | –       |                                        |   | –                                    |  
|Private placement, common stock and warrants issuance for cash                           |                     | 231,100    |                            |   | 219,990                     |   |                     | –       |                                        |   | –                                    |  
|Derivative liability adjustment                                                          |                     | –          |                            |   | (191,490                    | ) |                     | –       |                                        |   | –                                    |  
|Stock subscriptions received                                                             |                     | –          |                            |   | –                           |   |                     | 21,514  |                                        |   | –                                    |  
|Net loss and comprehensive loss                                                          |                     | –          |                            |   | –                           |   |                     | –       |                                        |   | 2,753,593                            |  
|Balance December 31, 2015                                                                |                     | 9,169,418  |                            |   | 21,975,988                  |   |                     | 21,514  |                                        |   | (16,193,263                          | )
|                                                                                         |                     |            |                            |   |                             |   |                     |         |                                        |   |                                      |  
|Private placement, common stock and warrants issuance for cash and subscriptions payable |                     | 668,167    |                            |   | 169,700                     |   |                     | (21,514 | )                                      |   | –                                    |  
|Derivative liability adjustment                                                          |                     | –          |                            |   | (169,700                    | ) |                     | –       |                                        |   | –                                    |  
|Private placement, common stock                                                          |                     | 380,000    |                            |   | 76,000                      |   |                     | –       |                                        |   | –                                    |  
|Issuance of stock for purchase of oil properties from related parties                    |                     | 3,997,431  |                            |   | 867,443                     |   |                     | –       |                                        |   | –                                    |  
|Net loss and comprehensive loss                                                          |                     | –          |                            |   | –                           |   |                     | –       |                                        |   | (7,332,474                           | )
|Balance December 31, 2016                                                                |                     | 14,215,016 |                            |   | 22,919,431                  |   |                     | –       |                                        |   | (23,525,737                          | )
|Private placement, common stock issuance for cash                                        |                     | 1,380,495  |                            |   | 176,052                     |   |                     | –       |                                        |   | –                                    |  
|Issuance of stock for services                                                           |                     | 258,208    |                            |   | 83,060                      |   |                     | –       |                                        |   | –                                    |  
|Stock options issued                                                                     |                     | –          |                            |   | 53,712                      |   |                     | –       |                                        |   | –                                    |  
|Net income and comprehensive loss                                                        |                     | –          |                            |   | –                           |   |                     | –       |                                        |   | 279,961                              |  
|Balance December 31, 2017                                                                |                     | 15,853,719 |                            | $ | 23,232,255                  |   | $                   | –       |                                        | $ | (23,245,776                          | )



The accompanying notes are an integral
part of these financial statements.







F-5







STRATA OIL & GAS INC.

STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)



|                                                                                    |  | For the years ending December 31, |         
|----------------------------------------------------------------------------------- |  | --------------------------------- | --------
|                                                                                    |  | 2017                              |         
|Cash flows from operating activities                                                |  |                                   |         
|Net income (loss)                                                                   |  | $                                 | 279,961 
|Adjustments to reconcile net income (loss) to net cash used in operating activities |  |                                   |         
|Stock based compensation for consulting fees                                        |  |                                   | 136,774 
|Accrued interest                                                                    |  |                                   | 282     
|Accretion expense                                                                   |  |                                   | 13,970  
|Change in fair value of derivative liability                                        |  |                                   | (538,826
|(Gain) Loss on disposal of oil and gas properties                                   |  |                                   | (42,502 
|Impairment of oil and gas properties                                                |  |                                   | 164,566 
|Change in assets and liabilities                                                    |  |                                   |         
|Interest receivable                                                                 |  |                                   | –       
|GST receivable                                                                      |  |                                   | (715    
|Prepaid expenses                                                                    |  |                                   | 1,365   
|Accounts payable                                                                    |  |                                   | 375     
|Accrued liabilities                                                                 |  |                                   | (29,679 
|Net cash used in operating activities                                               |  |                                   | (14,429 
|                                                                                    |  |                                   |         
|Cash flows from investing activities                                                |  |                                   |         
|Deposits                                                                            |  |                                   | –       
|Acquisition of oil and gas interests                                                |  |                                   | (127,805
|Proceeds from the sale of property                                                  |  |                                   | 42,502  
|Notes receivable advances                                                           |  |                                   | –       
|Notes receivable advances to related party                                          |  |                                   | –       
|Net cash used in investing activities                                               |  |                                   | (85,303 
|                                                                                    |  |                                   |         
|Cash flows from financing activities                                                |  |                                   |         
|Proceeds from issuance of common stock and warrants                                 |  |                                   | –       
|Proceeds from issuance of common stock                                              |  |                                   | 176,052 
|Stock subscriptions received                                                        |  |                                   | –       
|Proceeds from loan financing                                                        |  |                                   | –       
|Repayment of loan financing                                                         |  |                                   | –       
|Net cash provided by financing activities                                           |  |                                   | 176,052 
|                                                                                    |  |                                   |         
|Foreign exchange effect on cash                                                     |  |                                   | (34,797 
|Net increase (decrease) in cash                                                     |  |                                   | 41,523  
|Cash, beginning balance                                                             |  |                                   | 7,881   
|Cash, ending balance                                                                |  | $                                 | 18,591  
|                                                                                    |  |                                   |         
|Supplemental disclosure of cash paid for:                                           |  |                                   |         
|Interest                                                                            |  | $                                 | –       
|Income taxes                                                                        |  | $                                 | –       
|                                                                                    |  |                                   |         
|Non-cash investing and financing activities                                         |  |                                   |         
|Reclass of additional paid-in capital to derivative liability                       |  | $                                 | –       
|Oil and gas acquisitions accrued                                                    |  | $                                 | 36,761  
|Shares issued for acquisition of oil and gas properties                             |  | $                                 | –       
|Note receivable used for acquisition of oil and gas properties                      |  | $                                 | –       
|Common stock issued for subscription payable                                        |  | $                                 | –       



The accompanying notes are an integral
part of these financial statements.







F-6







STRATA OIL & GAS INC.



Notes to the Financial Statements





NOTE 1.     NATURE OF BUSINESS



Strata Oil & Gas Inc. (the ‘Company’)
is currently engaged in the acquisition, exploration and if warranted feasible development of heavy oil projects in the Peace River
oil sands region in Northern Alberta, Canada. The Company was incorporated under the laws of the State of Nevada on November 18,
1998 and commenced operations in January 1999. The Company completed its initial public offering in February 2000.



The Company is presently incorporated under
the Canada Business Corporations Act.



As of December 31, 2017, the Company has a 100% interest in
56 oil sands leases located in the Peace River oil sands area, totaling 58,368 hectares. The Company owns 3 non-producing wells
on these leases.



NOTE 2.     ABILITY TO CONTINUE
AS A GOING CONCERN



As shown in the accompanying financial
statements, the Company has not realized any revenue from its present operations. During the year ended December 31, 2017, the
Company incurred a net income of $279,961, due to a gain in the fair value of derivatives, and had negative cash flows from operations
of $14,429 and is expected to incur further negative operating cash flows in the foreseeable future. The Company has an accumulated
deficit of $23,245,776 at December 31, 2017. These conditions raise substantial doubt regarding the Company’s ability to
continue as a going concern. The financial statements have been prepared on a going concern basis, which contemplates realization
of assets and liquidation of liabilities in the ordinary course of business.



The Company's ability to continue as a
going concern is dependent on its ability to develop its oil and gas properties and ultimately achieve profitable operations and
to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. The Company expects
that it will need approximately $525,000 to fund its operations during the next twelve months which will include minimum annual
property lease payments, expected exploration expenditures for permitting and drilling, as well as operating expenses. Management
has plans to seek additional capital through a private placement and public offering of its common stock. Although there are no
assurances that management’s plans will be realized, management believes that the Company will be able obtain sufficient
capital to continue operations in the next 12 months. Accordingly, no adjustment relating to the recoverability and classification
of recorded asset amounts and the classification of liabilities has been made to the accompanying financial statements in anticipation
of the Company not being able to continue as a going concern.



NOTE 3.     SIGNIFICANT ACCOUNTING
POLICIES



Basis of Presentation



The financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant
to the rules and regulations of the Securities and Exchange Commission (the “SEC”).



Management’s Estimates and Assumptions



The preparation of financial statements
in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of the balance sheet date, and revenues and expenses for the period then ended. Actual results could differ significantly
from those estimates.









F-7







Oil and Gas Property Payments and Exploration
Costs



The Company follows the full cost method
of accounting for natural gas and oil operations. Under the full cost method all costs incurred in the acquisition, exploration
and development of natural gas and oil interests are initially capitalized into cost centers on a country-by-country basis. The
Company’s current cost center is located in Canada. Such costs include land acquisition costs, geological and geophysical
expenditures, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition,
exploration and development activities.



Costs capitalized, together with the costs
of production equipment, are depleted and amortized on the unit-of-production method based on the estimated net proved reserves,
as determined by independent petroleum engineers. The accounting standards require that the average, first-day-of-the-month price
during the 12-month period before the end of the year rather than the year-end price, must be used when estimating whether reserve
quantities are economical to produce. This same 12-month average price is also used in calculating the aggregate amount of (and
changes in) future cash inflows related to the standardized measure of discounted future net cash flows. Costs of acquiring and
evaluating unproved properties are initially excluded from depletion calculations. These unproved properties are assessed periodically
to ascertain whether impairment has occurred. When proved reserves are assigned or the property is considered to be impaired, the
cost of the property or the amount of the impairment is added to costs subject to depletion calculations.



Under full cost accounting rules, capitalized
costs, less accumulated amortization and related deferred income taxes, shall not exceed an amount (the ceiling) equal to the sum
of: (i) the after tax present value of estimated future net revenues computed by applying current prices of oil and gas reserves
to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated
future expenditures (based on currents costs) to be incurred in developing and producing any proved reserves computed using a discount
factor of ten percent and assuming continuation of existing economic conditions; (ii) the cost of properties not being amortized;
and (iii) the lower of cost or estimated fair value of unproved properties included in the costs being amortized. If unamortized
costs capitalized within a cost center, less related deferred income taxes, exceed the ceiling, the excess shall be charged to
expense and separately disclosed during the period in which the excess occurs. Amounts thus required to be written off shall not
be reinstated for any subsequent increase in the cost center ceiling.



On an annual basis management evaluates
the carrying value of the Company’s leases and associated assets and assesses them for impairment, considering historical
experience and other data such as primary lease terms of the properties, average holding period of unproved properties, geographic
and geologic data, and also the commodity price forecast. As of December 31, 2017, and 2016, the Company determined to fully impair
certain assets primarily relating to unproved leases and legacy wells for a total impairment of $164,566 and $7,831,570, respectively.



Cash and Cash Equivalents



The Company considers all highly liquid
investments purchased with a maturity of 90 days or less to be cash equivalents. The Company maintains cash and cash equivalent
balances with financial institutions that may exceed federally insured limits. There were no cash equivalent balances for the years
ended December 31, 2017 or 2016.



GST Receivables



Goods and Services Tax (GST) receivables
are presented net of an allowance for doubtful accounts. Receivables consist of goods and services input tax credits. The allowance
for doubtful accounts on GST receivables was $nil at December 31, 2017 and 2016.



Impairment of Long-lived Assets



In accordance with ASC 360, Property,
Plant and Equipment, long lived assets such as equipment are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the
asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount
by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented
in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell, and are no longer depreciated.
The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset
and liability sections of the balance sheet.









F-8







Asset Retirement Obligations



In accordance with ASC 410, Asset Retirement
and Environmental Obligations, the fair value of an asset retirement cost, and corresponding liability, should be recorded
as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method.
The Company has recorded an asset retirement obligation at December 31, 2017, 2016 and 2015 (Note 7) to reflect its legal obligations
related to future abandonment of its oil and gas interests using estimated expected cash flow associated with the obligation and
discounting the amount using a credit-adjusted, risk-free interest rate. At least annually, the Company will reassess the obligation
to determine whether a change in any estimated obligation is necessary. The Company will evaluate whether there are indicators
that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated
obligation has materially changed the Company will accordingly update its assessment. The liability accretes until the Company
settles the obligation.



Income Taxes



The Company follows the asset and liability
method of accounting for income taxes whereby deferred tax assets and liabilities are recognized for the future tax consequences
of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
If it is determined that the realization of the future tax benefit is not more likely than not, the Company establishes a valuation
allowance.



Foreign Exchange Translation



The Company's functional currency is the
Canadian dollar, but reports its financial statements in US dollars. The Company translates its Canadian dollar balances to US
dollars in the following manner: Assets and liabilities have been translated using the rate of exchange at the balance sheet date.
Equity transactions have been translated at historical rates. The Company’s results of operations have been translated using
the average daily exchange rate for the fiscal year. Translation gains or losses resulting from the changes in the exchange rates
are accumulated as other comprehensive income or loss in a separate component of stockholders' equity.



All amounts included in the accompanying
financial statements and footnotes are stated in U.S. dollars.



Derivative Financial Instruments



The Company reviews the terms of its equity
instruments and other financing arrangements to determine whether there are embedded derivative instruments that are required to
be accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments,
the Company has issued freestanding warrants that are accounted for as derivative instrument liabilities because they are exercisable
in a currency other than the functional currency of the Company and thus do not meet the “fixed-for-fixed” criteria
of ASC 815-40-15. The warrants are exercisable in United States dollars and the Company’s functional currency is the Canadian
dollar.



Derivative financial instruments are initially
measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as
charges or credits to income. For option and warrant-based derivative financial instruments, the Company uses the Black-Scholes
option pricing model to value the derivative instruments.



Any exercise or cancellation of an equity
instrument which meets the classification of a derivative financial instrument is trued-up to fair value at that date and the fair
value of the exercised instrument is then re-classed from liability to additional paid in capital.



The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.
If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any
previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument
liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative
instrument could be required within 12 months of the balance sheet date.







F-9







Stock Options



The Company measures all employee stock-based
compensation awards using a fair value method on the date of grant and recognizes such expense in its financial statements over
the requisite service period. The Company uses the Black-Scholes pricing model to determine the fair value of stock-based compensation
awards on the date of grant. The Black-Scholes pricing model requires management to make assumptions regarding option lives, expected
volatility, and risk free interest rates.



The Company accounts for non-employee stock-based
awards in accordance with the provision of ASC 505, “Equity Based Payments to Non-Employees” (“ASC 505”),
which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based
compensation is subject to periodic adjustment as the underlying equity instruments vest. The Company uses the Black-Scholes pricing
model to determine the fair value of stock-based compensation awards. The Black-Scholes pricing model requires management to make
assumptions regarding option lives, expected volatility, and risk free interest rates.



The Company uses historical data to estimate
option exercise, forfeiture and employee termination within the valuation model. For non-employees, the expected term of the options
approximates the full term of the options. The risk-free interest rate is based on a treasury instrument whose term is consistent
with the expected term of the stock options. The Company has not paid and does not anticipate paying dividends on its common stock;
therefore, the expected dividend yield is assumed to be zero. In addition, accounting standard requires companies to utilize an
estimated forfeiture rate when calculating the expense for the reporting period. Based on its best estimate, management applied
the estimated forfeiture rate of nil in determining the expense recorded in the accompanying Statements of Operations and Comprehensive
Income (Loss).



Expected volatilities are calculated using
the historical volatility of the Company’s stock. When applicable, the Company will use historical data to estimate option
exercise, forfeiture and employees’ termination within the valuation model. For non-employees, the expected term of the options
approximates the full term of the options.



Earnings (Loss) Per Share of Common
Stock



Basic earnings (loss) per share of common
stock is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares
outstanding for the period. Diluted earnings per share of common stock reflect the potential dilution that could occur if securities
or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock
that then shared in the earnings of the Company. Dilutive potential common shares are calculated in accordance with the treasury
stock method, which assumes that proceeds from the exercise of all warrants and options are used to repurchase common stock at
market value. The amount of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the
securities. For the year ended December 31, 2017, 307,000 of the outstanding common stock options and 4,367,297 outstanding warrants
had an exercise price above the weighted average stock price for the twelve-month period. Accordingly, these potentially dilutive
shares were anti-dilutive. 430,000 of the common stock options are included as dilutive shares for purposes of calculating the
diluted weighted average stock price. For the year ended December 31, 2016, all of the outstanding 347,000 options and outstanding
4,533,963 warrants had an exercise price above the weighted average stock price for yearend period. Accordingly, all of the potentially
dilutive shares were anti-dilutive.



Fair Value of Financial Instruments



The book values of GST receivables, notes
receivable, accounts payable and accrued expenses approximate their respective fair values due to the short-term nature of these
instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and
an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:



|· | Level one - Quoted market prices in active markets for identical assets or liabilities;                                                                                                    
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | Level two - Inputs other than level one inputs that are either directly or indirectly observable; and                                                                                      
|· | Level three - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.









F-10







Determining which category
an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each balance
sheet date. Liabilities measured at fair value are summarized as follows as of:



|                       |  | Fair Value Measurement at |         |  | Fair Value Measurement at |  
|---------------------- |  | ------------------------- | ------- |  | ------------------------- | -
|                       |  | December 31, 2017         |         |  | December 31, 2016         |  
|                       |  | Using                     |         |  |                           |  
|                       |  | Level 3                   |         |  | Total                     |  
|Liabilities:           |  |                           |         |  |                           |  
|Derivative liabilities |  | $                         | 273,170 |  |                           | $



The Company measures and reports the fair
value liability for warrants with a strike price currency different than the functional currency of the Company on a recurring
basis. The fair value liabilities for warrants have been recorded as determined utilizing the Black-Scholes option pricing model.
A slight change in an unobservable input like historical volatility could have a significant impact on the fair value measurement
of the derivative liabilities. See Note 5 “Derivative Liabilities” for further discussion of the inputs used in determining
the fair value.



Comprehensive Income (Loss)



Comprehensive income (loss) is defined
to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company's items
of other comprehensive income (loss) are foreign currency translation adjustments.



Related Party Transactions



A related party is generally defined as
(i) any person who holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management,
(iii) someone who directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone
who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related
party transaction when there is a transfer of resources or obligations between related parties.



New Accounting Pronouncements



In March 2016, the FASB issued ASU No.
2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. Under ASU No. 2016-09,
companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”).
Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement
and the APIC pools will be eliminated. In addition, ASU No. 2016-09 eliminates the requirement that excess tax benefits be realized
before companies can recognize them. ASU No. 2016-09 also requires companies to present excess tax benefits as an operating activity
on the statement of cash flows rather than as a financing activity. Furthermore, ASU No. 2016-09 will increase the amount an employer
can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to
satisfy the employer’s statutory income tax withholding obligation. An employer with a statutory income tax withholding obligation
will now be allowed to withhold shares with a fair value up to the amount of taxes owed using the maximum statutory tax rate in
the employee’s applicable jurisdiction(s). ASU No. 2016-09 requires a Company to classify the cash paid to a tax authority
when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of
cash flows. Under current U.S. GAAP, it was not specified how these cash flows should be classified. In addition, companies will
now have to elect whether to account for forfeitures on share-based payments by (1) recognizing forfeitures of awards as they occur
or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently
required. The amendments of this ASU are effective for reporting periods beginning after January 1, 2016, with early adoption permitted
but all of the guidance must be adopted in the same period. The Company adopted this on January 1, 2016. The Company has evaluated
the impact of ASU No. 2016-09 and has determined that the adoption of the impact of forfeitures, net of income taxes, will not
have a material impact on the Company’s future financial statements.



In August 2016,
the FASB issued ASU No. 2016-15 which addresses how certain cash receipts and cash payments are presented and classified in the
statement of cash flows with the objective of reducing existing differences in the presentation of these items. The amendments
in ASU No. 2016-15 are to be adopted retrospectively and will become effective in the first quarter of fiscal 2019. The Company
is evaluating the impact of adopting this standard on its consolidated statement of cash flows. We do not expect the adoption of
this standard to have a material effect on our consolidated financial statements and related disclosures.









F-11







In November 2016,
the FASB issued ASU No. 2016-18 which require that a statement of cash flows explain the change during the period in the total
of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts
generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling
the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition
of restricted cash or restricted cash equivalents.  The guidance is effective for annual reporting periods beginning after
December 15, 2017, and interim periods within those fiscal years. The amendments should be applied using a retrospective transition
method to each period presented. The Company is evaluating the impact of adopting this standard on its statement of cash flows.



In February 2017,
the FASB has issued ASU No. 2017-05, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets
(Subtopic 610-20). This amendment clarifies that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial
assets transferred within a legal entity to a counterparty. For example, a parent may transfer control of nonfinancial assets by
transferring ownership interests in a consolidated subsidiary. A contract that includes the transfer of ownership interests in
one or more consolidated subsidiaries is within the scope of Subtopic 610-20 if substantially all of the fair value of the assets
that are promised to the counterparty in a contract is concentrated in nonfinancial assets. The amendment clarifies that an entity
should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize
each asset when a counterparty obtains control of it. This is effective for
annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.We
do not expect the adoption of this standard to have a material effect on our financial statements and related disclosures.



The Company has
implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on
the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements
that have been issued that might have a material impact on its financial position or results of operations.



NOTE 4. NOTES RECEIVABLE, RELATED PARTIES



During the period December 27, 2013 through
February 22, 2016, the Company entered into several unsecured short-term note receivable agreements with a related party through
common directors.



On February 22, 2016, the Company and the
borrowers entered into a purchase and sale agreement whereby the Company elected to acquire all the rights and obligations associated
with 45 oilsands leases representing 39,680 hectares (98,051 acres) in the Peace River area of Alberta. As part of the purchase
price, the notes receivable were applied towards the purchase of the oilsands lease rights. Accordingly, the notes receivable plus
accrued interest were $nil as of December 31, 2017 and 2016. See Note 6 “Oil and Gas Properties” for additional discussion
of the lease acquisitions.



For the years ended December 31, 2017,
2016 and 2015 the Company recognized $0, $1,153 and $8,015, respectively of interest income under the terms of the note agreements.



NOTE 5. DERIVATIVE LIABILITIES



Derivative liabilities consist of common
stock warrants with an exercise price in a different currency than the Company’s functional currency and they are accounted
for as separate liabilities measured at their respective fair values as follows:



|Balance, December 31, 2015                                                           |  | $ | 1,153,491 |  
|------------------------------------------------------------------------------------ |  | - | --------- | -
|Fair value of warrants issued in private placements reclassified from equity         |  |   | 169,700   |  
|Fair value of warrants issued in private placements recognized as derivative expense |  |   | 59,064    |  
|Change in fair value of derivative liabilities                                       |  |   | (643,944  | )
|Foreign exchange effect on derivative liability                                      |  |   | 41,485    |  
|Balance, December 31, 2016                                                           |  |   | 779,796   |  
|Fair value of expired warrant                                                        |  |   | (140      | )
|Change in fair value of derivative liabilities                                       |  |   | (542,834  | )
|Foreign exchange effect on derivative liability                                      |  |   | 36,348    |  
|Balance, December 31, 2017                                                           |  | $ | 273,170   |  









F-12







The fair value of the derivative liabilities
has been determined using the Black-Scholes option pricing model using the following range of assumptions:



|                        |  | 2017          |  | 2016          |  | 2015           
|----------------------- |  | ------------- |  | ------------- |  | ---------------
|Volatility              |  | 383.07%       |  | 254.90%       |  | 202.10%        
|Expected life           |  | .2 to 4 years |  | .2 to 7 years |  | 1 to 8 years   
|Risk-free interest rate |  | 1.73% - 1.9%  |  | 0.74% - 1.4%  |  | .048 % to 1.36%
|Dividend yield          |  | 0.00%         |  | 0.00%         |  | 0.00%          



NOTE 6. OIL AND GAS PROPERTIES



During the period June 2006 through January
2007, the Company acquired the rights to multiple oilsands leases within the Peace River area of Alberta, Canada (the “Peace
River Properties”). The leases were granted by the Province of Alberta. All the leases are for a 15-year term, require minimum
annual lease payments, and grant the Company the right to explore and develop oil sands on the respective leases.



On February 22, 2016, the Company acquired
an additional 45 oilsands leases by entering into two purchase and sale agreements. The oilsands leases represent 39,680 hectares
(98,051 acres) in the Peace River area of Alberta. One of the purchase / sale agreements was with a related party. The Company
paid for the acquisition of these leases by the issuance of restricted 3,997,431 shares of its common stock valued at $0.217 per
share reduced by the carrying value of notes receivable, including accrued interest, from the two parties. As of February 22, 2016,
the total notes receivable, plus accrued interest, was $271,380 and the value of the share issuance was $867,433 resulting in a
net purchase price of $1,138,823.



All the Company’s leases in the Peace
River area are subject to royalties payable to the government of the Province of Alberta. The royalty is calculated using a revenue-less-cost
formula. In years prior to the recovery of the project’s capital investment, the royalty is 1% of gross revenue. Once the
project costs have been recovered, the royalty is the greater of 1% of gross revenue or 25% of net revenue.



The Company completed drilling four exploratory
wells during the fiscal year ended December 31, 2007. Since then, the Company has completed several third-party technical reports
on its oilsands leases including a prefeasibility study and has developed an oilsands exploration program. The Company intends
to move forward on the program and projects when adequate funding is available. As of December 31, 2017 and 2016, the Company decided
to fully impair certain of its assets primarily relating to unproved leases and legacy wells for a total impairment of $164,566
and $7,831,570, respectively. This decision was made due to: the historically low commodity prices; the general lack of investment
activity in the sector; the general lack of new oil sands lease activity in the region; and the need to update the Company’s
51-101 studies to reflect the new COGEH standards.



On May 5, 2017, the Company sold one of its impaired legacy
wells for total proceeds of $42,502 (CDN$55,000) which has been recorded in the Statement of Comprehensive Income / (Loss).



NOTE 7. ASSET RETIREMENT OBLIGATIONS



During 2007, the Company drilled four wells
on its Peace River Property. Total future asset retirement obligations were estimated by management based on the Company’s
working interest in its wells and facilities, estimated costs to remediate, reclaim and abandon the wells and facilities and the
estimated timing of the costs to be incurred in future periods. The Company has estimated the net present value of its total asset
retirement obligations to be approximately $140,346 at September 30, 2016, based on an undiscounted total future liability of $225,229
(CDN$293,000). These payments are expected to be incurred between 2020 and 2030. The Company used a credit adjusted discount rate
of 10% per annum and an inflation rate of 2% to calculate the present value of the asset retirement obligation. Accretion expense
of $13,970, $6,566 and $13,622 for the years ended December 31, 2017, 2016 and 2015, respectively, has been recorded in the Statements
of Operations and Comprehensive Income / (Loss).









F-13







NOTE 8. RELATED PARTY TRANSACTIONS



Related party transactions not disclosed
elsewhere in these financial statements include:



Stock purchases



During the year ended December 31, 2017,
the Company received total proceeds of $176,052 from private placements for 1,380,260 common shares issued to a related party by
common director.



Notes payable to related party



In December 2015, the Company borrowed
$13,835 ($19,000 Canadian) under two separate note agreements for $7,282 ($10,000 Canadian) and $6,553 ($9,000 Canadian) with related
parties. The lenders were related parties through an immediate family relationship with officers or directors of the Company and
a common director. The $7,282 loan from the immediate family relationship was repaid in its entirety at December 31, 2015. The
notes payable bore interest at the Bank of Canada Prime rate plus 1%. The Company could repay the loan and outstanding interest
thereon by giving notice to the lender 15 days prior to the anticipated repayment. At December 31, 2016, the effective interest
rate on these notes payable was 3.7%. The balance of notes payable, including interest, to related parties at December 31, 2017
and 2016 was $7,718 and $6,963, respectively. The Company recognized interest expense of $282, $264 and $nil for the years ended
December 31, 2017, 2016 and 2015, respectively, in its Statement of Operations and Comprehensive Income.



Consulting fees



Mr. Newton is the President and a member
of the Board of Directors of the Company. Mr. Newton does not bill the Company for his services as President; however, he has a
service agreement with the Company. Pursuant to this agreement, the Company capitalized oil and gas exploration costs and an accrued
liability of $75,240 as of December 31, 2016. The Company recognized $16,001 as consulting fees during the year ended December
31, 2015.  The Company and Mr. Newton agreed to issue stock in lieu of cash for the amount of $75,240 by issuing restricted
common stock of the Company.



Mr. Michael Ranger is a member of the Board
of Directors of the Company. Mr. Ranger does not receive compensation for his services as a member of the board; however, he has
a service agreement with the Company. Pursuant to this agreement, the Company capitalized oil and gas exploration costs and an
accrued liability of $12,662 and $nil during the years ended December 31, 2016 and 2015, respectively. The Company and Mr.
Ranger agreed to issue stock in lieu of cash for a portion of this services billed in the amount of $7,448.



NOTE 9. SHARE CAPITAL



Pursuant to its articles of incorporation,
the Company has an unlimited number of common stock shares available for issuance with no par value. As of December 31, 2017, the
Company had 15,853,719 shares of common stock outstanding.



For the year ended December 31, 2015, 65,250
common share warrants were exercised at exercise prices of $0.90 to $1.50 for total proceeds of $69,600. Upon exercise, the fair
value of these liability instruments of $110,049 was re-classified from liability to additional paid in capital.



During the year ended December 31, 2015
the Company closed a series of private placements totaling 23,110 units at $0.90 to $1.00 per unit for total offering proceeds
of $219,990. Each unit consisted of one share of common stock of the Company and one Class A Warrant exercisable for one share
of common stock at an exercise price of $1.50 for a period of five years from the date of placement.



During the year ended December 31, 2016,
the Company closed a series of private placements for a total of 623,167 units at $0.30 to $0.50 per unit for total offering proceeds
of $138,000 and the payment of a subscription payable for cash received in 2015 of $21,514. Each unit consisted of one share of
common stock for the Company and one Class A Warrant exercisable for one share of common stock at an exercise price of $0.20 to
$0.50 for a period of five years from the date of placement. Warrants vest on the one year anniversary date.









F-14







On October 17, 2016, the Company closed
a private placement with the President of the Company, totaling 45,000 units for total proceeds of $9,000. Each unit consisted
of one share of common stock for the Company and one Class A Warrant exercisable for one share of common stock at an exercise price
of $0.30 for a period of five years from the date of placement. Warrants vest on the one year anniversary date.



During the year ended December 31, 2016,
the Company closed two private placements totaling 380,000 shares of common stock at $0.20 per common stock share for total proceeds
of $76,000. A related party, a company with a common director, participated in the transactions.



For the year ended December 31, 2017, the
Company received proceeds of $126,052 from private placements totaling 880,260 common shares issued to a related party by common
director.



For the year ended December 31, 2017, the
Company issued 258,208 common shares as stock in-lieu of cash to directors of the Company for services provided during the year
ended December 31, 2016.



On July 18, 2017, the Company affected
a reverse stock split of the Company’s Common Stock at a reverse split ratio of 1-for-10, pursuant to a plan approved by
the Company’s Board of Directors. The reverse stock split was declared effective by the Financial Industry Regulatory Authority
(“FINRA”) on December 1, 2017. All shares throughout these financial statements have been retroactively adjusted to
reflect the reverse stock split.



The following table summarizes the assumptions used in the Black-Scholes
models to estimate the grant date fair value of the warrants:



The following table summarizes warrant
activity during the years ended December 31, 2017, 2016 and 2015.



|                              |  | Number of Warrants |           |  | Weighted  Average  Exercise  Price |   |      | Warrants Exercisable |  |  | Weighted  Average Exercise Price | 
|----------------------------- |  | ------------------ | --------- |  | ---------------------------------- | - | ---- | -------------------- |  |  | -------------------------------- | 
|Outstanding December 31, 2015 |  |                    | 3,865,797 |  |                                    | $ | 2.00 |                      |  |  | 3,509,697                        | 
|Issued                        |  |                    | 668,166   |  |                                    | $ | 0.40 |                      |  |  | –                                | 
|Canceled / exercised          |  |                    | –         |  |                                    |   | –    |                      |  |  | –                                | 
|Expired                       |  |                    | –         |  |                                    |   | –    |                      |  |  | –                                | 
|Outstanding December 31, 2016 |  |                    | 4,533,963 |  |                                    | $ | 1.70 |                      |  |  | 3,865,797                        | 
|Issued                        |  |                    | –         |  |                                    |   |      |                      |  |  |                                  | 
|Canceled / exercised          |  |                    | –         |  |                                    |   |      |                      |  |  |                                  | 
|Expired                       |  |                    | 166,666   |  |                                    |   |      |                      |  |  |                                  | 
|Outstanding December 31, 2017 |  |                    | 4,367,297 |  |                                    | $ | 1.75 |                      |  |  | 4,367,297                        | 



The following tables summarizes outstanding warrants as of December
31, 2017:



|                        |  | Warrants Outstanding |          
|----------------------- |  | -------------------- | ---------
|Range of Exercise Price |  | Number of Warrants   |          
|$0.20 - $22.50          |  |                      | 4,367,297



The Company classified proceeds on December
31, 2017, 2016, and 2015 of $0, $169,700 and $191,490, respectively, from the private placements of common stock plus warrants
as a derivative liability.











F-15







NOTE 10. EARNINGS PER SHARE



Basic income per common share is computed
by dividing income available to the Company’s common stockholders by the weighted average number of common shares outstanding
during the period. Diluted income per common share reflects the potential dilution that could occur from common share issuable
through stock options and warrants. Diluted income per common share is computed similarly to basic income per common stock except
that weighted average common stock is increased to include the potential issuance of dilutive common stock.



The following table sets forth the basic
and diluted net income per share computed for the years ended December 31, 2017, 2016 and 2015:



|                                                                           |  | For the years ended |           
|-------------------------------------------------------------------------- |  | ------------------- | ----------
|                                                                           |  | December 31,        |           
|                                                                           |  | 2017                |           
|Net income (loss)                                                          |  | $                   | 279,961   
|Less: Non-cash income from changes in fair value of derivative liabilities |  |                     | –         
|Net loss - diluted                                                         |  | $                   | 279,961   
|Weighted average common shares outstanding - basic                         |  |                     | 14,880,909
|Common stock options                                                       |  |                     | –         
|Common stock warrants - liability treatment                                |  |                     | –         
|Weighted average common shares outstanding - diluted                       |  |                     | 15,310,909
|Net income per share data:                                                 |  |                     |           
|Basic                                                                      |  | $                   | 0.02      
|Diluted                                                                    |  |                     | 0.02      



The weighted average number of shares outstanding
used in the computation of the basic and diluted net income per share does not include the effect of the following potential outstanding
shares of common stock. The effects of these potentially outstanding shares were not included in the calculation of basic and diluted
net income per share because the effect would have been anti-dilutive.



|                                            |  | For the years ended |          
|------------------------------------------- |  | ------------------- | ---------
|                                            |  | December 31,        |          
|                                            |  | 2017                |          
|Common stock options                        |  |                     | –        
|Common stock warrants - liability treatment |  |                     | 4,367,297
|Potentially dilutive securities             |  |                     | 4,367,297



NOTE 11.     STOCK
OPTION PLANS



Approval of the 2016 Stock Plan



In November 2016, the Board of Directors
approved and the Company adopted the 2016 Stock Option Plan (“the 2016 Plan”). The 2016 Plan provides for the granting
of up to 1,200,000 stock options to key employees, directors and consultants, of common shares of the Company. Under the 2016 Plan,
the granting of incentive and non-qualified stock options, exercise prices and terms are determined by the Company's Option Committee,
a committee designated to administer the 2016 Plan by the Board of Directors. For incentive options, the exercise price shall not
be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee
who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option
price must not be less than 110% of the fair market value of common stock on the grant date.) Options granted are not to exceed
terms beyond ten years (five years in the case of an incentive stock option granted to a holder of 10 percent of the Company's
common stock).









F-16







As of December 31, 2016, there were 1,200,000 shares available
for grant.



2006 Stock Option Plan



In June 2006 the stockholders approved
and the Company adopted its 2006 Stock Option Plan (“the 2006 Plan”). The 2006 Plan provides for the granting of up
to 800,000 stock options to key employees, directors and consultants, of common shares of the Company. Under the 2006 Plan, the
granting of incentive and non-qualified stock options, exercise prices and terms are determined by the Company's Option Committee,
a committee designated to administer the 2006 Plan by the Board of Directors. For incentive options, the exercise price shall not
be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee
who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option
price must not be less than 110% of the fair market value of common stock on the grant date.) Options granted are not to exceed
terms beyond ten years (five years in the case of an incentive stock option granted to a holder of 10 percent of the Company's
common stock).



In June 2016, the 2006 Plan expired so
that no common stock options may be issued under this Plan.



Stock Option Activity



On June 16, 2017, the Company granted stock
options to purchase up to 90,000 shares of common stock to an individual. The options vest over two years, have a price of $0.50
and expire on November 12, 2027.



On November 12, 2017, the Company granted
stock options to purchase up to 340,000 shares of common stock to four individuals. The options vested upon issuance, have a price
of $0.50 and expire on November 12, 2027.



Activity under the 2016 and 2006 Plan is summarized as follows:



|                                 |  | Number of Stock Options Outstanding |          |   | Weighted Average Exercise Price |  |      | Weighted Average Remaining Contractual Life  (Years) |  |  | Aggregate Intrinsic  Value | 
|-------------------------------- |  | ----------------------------------- | -------- | - | ------------------------------- |  | ---- | ---------------------------------------------------- |  |  | -------------------------- | 
|Balance, December 31, 2014       |  |                                     | 477,000  |   |                                 |  | 2.90 |                                                      |  |  |                            | 
|Option granted                   |  |                                     | –        |   |                                 |  | –    |                                                      |  |  |                            | 
|Options cancelled                |  |                                     | (110,000 | ) |                                 |  | 2.50 |                                                      |  |  |                            | 
|Options exercised                |  |                                     | –        |   |                                 |  | –    |                                                      |  |  |                            | 
|Balance, December 31, 2015       |  |                                     | 367,000  |   |                                 |  | 3.00 |                                                      |  |  |                            | 
|Option granted                   |  |                                     | –        |   |                                 |  | –    |                                                      |  |  |                            | 
|Options cancelled                |  |                                     | (20,000  | ) |                                 |  | 2.90 |                                                      |  |  |                            | 
|Options exercised                |  |                                     | –        |   |                                 |  | –    |                                                      |  |  |                            | 
|Balance December 31, 2016        |  |                                     | 347,000  |   |                                 |  | 1.20 |                                                      |  |  | 2.60                       | 
|Option granted                   |  |                                     | 430,000  |   |                                 |  | .50  |                                                      |  |  |                            | 
|Options cancelled                |  |                                     | (40,000  | ) |                                 |  |      |                                                      |  |  |                            | 
|Options exercised                |  |                                     |          |   |                                 |  |      |                                                      |  |  |                            | 
|Balance December 31, 2017        |  |                                     | 737,000  |   |                                 |  | 0.85 |                                                      |  |  | 7.75                       | 
|                                 |  |                                     |          |   |                                 |  |      |                                                      |  |  |                            | 
|Exercisable at December 31, 2017 |  |                                     | 677,000  |   |                                 |  | 0.88 |                                                      |  |  | 7.91                       | 









F-17







The following table summarizes information concerning outstanding
and exercisable common stock options under the 2006 and 2016 Plans at December 31, 2016:



|                        |  | Options Outstanding and Exercisable |        
|----------------------- |  | ----------------------------------- | -------
|Range of Exercise Price |  | Number of  Options                  |        
|$0.13 – 1.40            |  |                                     | 737,000
|                        |  |                                     |        



As of December 31, 2017, 2016 and 2015, there was no unrecognized
compensation cost related to all options granted and outstanding.



During the year ended December 31, 2015,
the Company recorded consulting fees of $41,845 in the statement of operations related to stock options granted to non-employees.



NOTE 12.      INCOME TAXES



The tax effects of temporary differences that give rise to the
Company’s deferred tax assets are as follows:



|                              |  | 2017 |            |   | 2016 |   |            | 2015 | 
|----------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- | 
|Loss carryforwards            |  | $    | 763,000    |   |      | $ | 661,000    |      | 
|Capital losses                |  |      | 5,000      |   |      |   | 5,000      |      | 
|Office equipment              |  |      | 12,500     |   |      |   | 12,500     |      | 
|Oil & Gas properties          |  |      | 2,871,000  |   |      |   | 2,222,000  |      | 
|Asset retirement obligation   |  |      | 89,900     |   |      |   | 83,300     |      | 
|Deferred tax asset            |  |      | 3,741,400  |   |      |   | 2,983,800  |      | 
|                              |  |      |            |   |      |   |            |      | 
|Less valuation allowance      |  |      | (3,741,400 | ) |      |   | (2,983,800 | )    | 
|Deferred tax asset recognized |  | $    | –          |   |      | $ | –          |      | 



Upon continuation to Canada in 2004, all
losses carried forward at that time expired. As of December 31, 2016, the Company had available to offset future taxable income
a net Canadian operating loss carry-forwards of approximately $2.7 million. The carry-forwards began expiring in 2014 and unless
utilized will continue to expire. The Company also has approximately $8.9 million in Canadian oil and gas dedication pools that
can be used to offset income of future periods. The amount of oil and gas dedication pools available for deduction in any year
may be limited to 30% of the amount available.



The Company evaluates its valuation allowance
requirements based on projected future operations. When circumstances change and this causes a change in management's judgment
about the recoverability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current income.
During the years ended December 31, 2017, 2016 and 2015, changes in valuation allowance were $757,600, $571,400 and ($758,000),
respectively.



The (benefit) provision for income taxes
differs from the amount of income tax determined by applying the applicable Canadian statutory federal income tax rate to pre-tax
income loss as a result of the following differences:



|                                                             |  | 2017 |      |  | 2016 |  |       | 2015 | 
|------------------------------------------------------------ |  | ---- | ---- |  | ---- |  | ----- | ---- | 
|Statutory federal income tax rate                            |  |      | -25% |  |      |  | -25%  |      | 
|Change in valuation allowance                                |  |      | 20%  |  |      |  | 19%   |      | 
|%Non-deductible stock-based compensation                     |  |      | 0%   |  |      |  | 0%    |      | 
|Non%-deductible change in fair value of derivative liability |  |      | -64% |  |      |  | -117% |      | 
|Non-deductible accretion expense                             |  |      | 15%  |  |      |  | 1%    |      | 
|Effect of foreign exchange                                   |  |      | 54%  |  |      |  | 122%  |      | 
|Effect of change in income tax rate                          |  |      | 0%   |  |      |  | 0%    |      | 
|                                                             |  |      | 0%   |  |      |  | 0%    |      | 









F-18







The Company has evaluated its tax positions
for the years ended December 31, 2017, 2016 and 2015 and determined that it has no uncertain tax positions requiring financial
statement recognition.



Under ASC 740-10-25, the impact of an uncertain
income tax position on income tax expense must be recognized at the largest amount that is more-likely-than-not to be sustained.
An uncertain income tax position will not be recognized if it has 50% or less likelihood of being sustained.



We accrue interest and penalties on our
uncertain tax positions as a component of our provision for income taxes. There was no amount of interest and penalties recognized
as an expense during 2017, 2016 and 2015.



Our income tax returns are generally considered
closed to examination when we file a notice of determination with the taxing authority. No such notice has been filed to date.



NOTE 13.     COMMITMENTS AND CONTINGENCIES



Environmental Matters



The Company is engaged in oil and gas exploration
and may become subject to certain liabilities as they relate to environmental cleanup of sites or other environmental restoration
procedures as they relate to the exploration of oil and gas. Should it be determined that a liability exists with respect to any
environmental clean up or restoration, the liability to cure such a violation could fall upon the Company. No claim has been made,
nor is the Company aware of any liability, which it may have, as it relates to any environmental clean-up, restoration or the violation
of any rules or regulations relating thereto. Liabilities for expenditures are recorded when environmental assessment and/or remediation
is probable and the costs can be reasonably estimated.



NOTE 14.     SUBSEQUENT EVENTS



In accordance with SFAS 165 (ASC 855-10)
management has performed an evaluation of subsequent events through the date that the financial statements were available to be
issued and has determined that it does not have any material subsequent events to disclose in these financial statements other
the following.



Subsequent to December 31, 2017, the Company
received proceeds of $50,000 from private placements for 500,000 common shares issued to a related party by common director.



Subsequent to December 31, 2017, the Company’s
President exercised 240,000 of his options for $12,000.









F-19