TAT TransAtlantic Petroleum Ltd New

As filed with the Securities and Exchange Commission on December 3, 2014

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

TRANSATLANTIC PETROLEUM LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda		None
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
16803 Dallas Parkway Addison, Texas		75001
(Address of Principal Executive Offices)		(Zip Code)

(214) 220-4323

(Registrant’s telephone number, including area code)

Stream Oil & Gas Ltd. Stock Option Plan

(Full title of the plan)

Matthew W. McCann

General Counsel and Corporate Secretary

TransAtlantic Petroleum Ltd.

16803 Dallas Parkway

Addison, Texas 75001

(Name and address of agent for service)

(214) 220-4323

(Telephone number, including area code, of agent for service)

with copies of communications to:

Garrett A. DeVries

Akin Gump Strauss Hauer & Feld LLP

1700 Pacific Avenue, Suite 4100

Dallas, Texas 75201

(214) 969-2891

(214) 969-4343 (fax)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered		Amount to be registered (1)		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common Shares, par value $0.10 per share		350,000(2)		$0.36(3)		$126,000.00(3)		$14.64
Common Shares, par value $0.10 per share		980,000(2)		$0.76(3)		$744,800.00(3)		$86.55
Total		1,330,000		—		$870,800		$101.19

(1)

Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of common shares, par value $0.10 per share (the “Common Shares”), of TransAtlantic Petroleum Ltd. (the “Company”) as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(2)	Represents Common Shares issuable pursuant to outstanding, unexercised options awarded under the Stream Oil & Gas Ltd. Stock Option Plan.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the price at which such options may be exercised. U.S. dollar amount is calculated based on the noon exchange rate as reported by the Bank of Canada on December 2, 2014 of Cdn$1.00 = US$0.8772.

 

 

 

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Introductory Note

TransAtlantic Petroleum Ltd. (the “Company”) hereby files this Registration Statement on Form S-8 (the “Registration Statement”) relating to common shares, par value $0.10 per share, of the Company (the “Common Shares”) issuable in the future under awards outstanding pursuant to the Stream Oil & Gas Ltd. Stock Option Plan (the “Plan”).

On November 18, 2014 (the “Effective Time”), the Company closed the transactions contemplated by the Arrangement Agreement (“Arrangement Agreement”) dated September 2, 2014 by and between the Company and Stream Oil & Gas Ltd. (“Stream”). Pursuant to the Arrangement Agreement, the Company acquired all of Stream’s 66,887,801 issued and outstanding common shares for total consideration of up to 3.8 million Common Shares. Pursuant to the Arrangement Agreement, 0.04812 of a Common Share per Stream common share was issued at closing (the “Closing Shares”), and an additional 0.00845 of a Common Share (the “Contingent Shares”) per Stream common share will be issued if certain amendments to Stream’s Albanian license agreements are received on or before August 18, 2015.

Pursuant to the Arrangement Agreement, each outstanding stock option of Stream (the “Stream Options”) after the Effective Time will, upon due exercise in accordance with the terms governing such options, entitle the holder to receive the appropriate number of Common Shares representing the Closing Shares and Contingent Shares in lieu of Stream common shares issuable thereunder.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

With respect to the Plan, the documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plans as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the introductory note to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”). These documents and the documents incorporated by reference pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Commission allows us to “incorporate by reference” certain information we have filed with the Commission into this Registration Statement, which means that we are disclosing important information to you by referring you to other information we have filed with the Commission. The information we incorporate by reference is considered part of this Registration Statement. We specifically are incorporating by reference the following documents filed with the Commission (excluding those portions of any Form 8-K that are furnished and not deemed “filed” pursuant to the General Instructions of Form 8-K):

 

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and filed on March 13, 2014;

 

•

our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 and filed on May 8, 2014;

 

•

our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 and filed on August 7, 2014;

 

•

our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 and filed on November 6, 2014;

 

•

our Current Report on Form 8-K dated February 10, 2014 and filed on February 25, 2014;

 

•

our Current Report on Form 8-K dated March 4, 2014 and filed on March 6, 2014;

 

•

our Current Report on Form 8-K dated March 26, 2014 and filed on March 28, 2014;

 

•

our Current Report on Form 8-K dated May 19, 2014 and filed on May 22, 2014;

 

•

our Current Report on Form 8-K dated May 27, 2014 and filed on May 29, 2014;

 

•

our Current Report on Form 8-K dated May 27, 2014 and filed on June 2, 2014;

 

•

our Current Report on Form 8-K dated June 10, 2014 and filed on June 16, 2014;

 

•

our Current Report on Form 8-K dated August 6, 2014 and filed on August 11, 2014;

 

•

our Current Report on Form 8-K dated September 2, 2014 and filed on September 8, 2014;

 

•

our Current Report on Form 8-K dated November 18, 2014 and filed on November 19, 2014; and

 

•

the description of our Common Shares contained in Amendment No. 1 to Form 8-A, filed March 6, 2014, including all amendments and reports filed for the purpose of updating that description.

 

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All reports and other documents we subsequently file with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, but excluding information furnished to, rather than filed with, the Commission, shall be deemed to be incorporated by reference herein and to be part hereof from the date such reports and other documents are filed. Information or statements contained in this Registration Statement modifies or supersedes, as applicable, the information contained in earlier-dated documents incorporated by reference. Information or statements contained in later-dated documents incorporated by reference will automatically supplement, modify or supersede, as applicable, the information contained in this Registration Statement or in earlier-dated documents incorporated by reference. Any such information or statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

Our Bye-Laws require us to indemnify our officers and directors against all liabilities, loss, damage or expense incurred or suffered by such person in such capacity or by reason of any act done, conceived or omitted in the conduct of our business or in the discharge of such person’s duties; provided that such indemnification shall not extend to any matter which would render it void pursuant to Bermuda law. Bermuda law permits us to indemnify directors and officers against liability attaching to them arising from their duties, but such indemnification may not extend to acts of fraud or dishonesty. Our Bye-Laws require us to advance funds to directors or officers for their defense upon receipt of an undertaking to repay the funds if any allegation of fraud or dishonesty is proved, and only if such advance is specifically authorized in accordance with Bye-Law 44.6. Our Bye-Laws permit the purchase of indemnity insurance.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

 

Exhibit No.		Description
4.1		Amended and Restated Registration Rights Agreement, dated December 30, 2008, by and between TransAtlantic Petroleum Corp. and Riata Management, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 30, 2008, filed with the SEC on January 6, 2009).
4.2		Registration Rights Agreement, dated February 18, 2011, by and between TransAtlantic Petroleum Ltd. and Direct Petroleum Exploration, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 18, 2011, filed with the SEC on February 24, 2011).
4.3		Specimen Common Share certificate (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K dated March 4, 2014, filed with the SEC on March 6, 2014).
5.1*		Legal Opinion of Appleby (Bermuda) Limited.
23.1*		Consent of KPMG LLP.
23.2*		Consent of KPMG Canada.
23.3*		Consent of DeGolyer and MacNaughton.
23.4		Consent of Appleby (Bermuda) Limited (included in Exhibit 5.1).
24.1		Power of Attorney (included on signature page to this Registration Statement).

 

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Exhibit No.		Description
99.1*		Stream Oil & Gas Ltd. Stock Option Plan.
99.2*		Form of Stock Option Agreement.

 

 

*	Filed herewith.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, December 3, 2014.

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of TransAtlantic Petroleum Ltd., do hereby constitute and appoint Wil F. Saqueton and Matthew McCann, and each of them, their true and lawful attorneys-in-fact and agents or attorney-in-fact and agent, with power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act and any rules and regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments (including any post-effective amendments) and supplements thereto, and to any and all instruments or documents filed as part or in connection with this Registration Statement, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. The Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ N. Malone Mitchell 3rd		Chairman and Chief Executive Officer		December 3, 2014
N. Malone Mitchell 3rd		(Principal Executive Officer)
/s/ Wil F. Saqueton		Chief Financial Officer (Principal		December 3, 2014
Wil F. Saqueton		Financial Officer and Principal Accounting Officer)
/s/ Bob G. Alexander		Director		December 3, 2014
Bob G. Alexander
/s/ Brian Bayley		Director		December 3, 2014
Brian Bayley
/s/ Charles J. Campise		Director		December 3, 2014
Charles J. Campise
/s/ Marlan W. Downey		Director		December 3, 2014
Marlan W. Downey
/s/ N. Gregory K. Renwick		Director		December 3, 2014
Gregory K. Renwick
/s/ Mel G. Riggs		Director		December 3, 2014
Mel G. Riggs

 

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EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Amended and Restated Registration Rights Agreement, dated December 30, 2008, by and between TransAtlantic Petroleum Corp. and Riata Management, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 30, 2008, filed with the SEC on January 6, 2009).
4.2		Registration Rights Agreement, dated February 18, 2011, by and between TransAtlantic Petroleum Ltd. and Direct Petroleum Exploration, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 18, 2011, filed with the SEC on February 24, 2011).
4.3		Specimen Common Share certificate (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K dated March 4, 2014, filed with the SEC on March 6, 2014).
5.1*		Legal Opinion of Appleby (Bermuda) Limited.
23.1*		Consent of KPMG LLP.
23.2*		Consent of KPMG Canada.
23.3*		Consent of DeGolyer and MacNaughton.
23.4		Consent of Appleby (Bermuda) Limited (included in Exhibit 5.1).
24.1		Power of Attorney (included on signature page to this Registration Statement).
99.1*		Stream Oil & Gas Ltd. Stock Option Plan.
99.2*		Form of Stock Option Agreement.

 

 

*	Filed herewith.

 

6

Exhibit 5.1

 

		TransAtlantic Petroleum Ltd. 22 Victoria Street		Email jbodi@applebyglobal.com
		Hamilton HM 12		Direct Dial +1 441 295 3240
		Bermuda		Direct Fax
				Tel +1 441 295 2244
		Attention		Fax +1 441 292 8666
				Your Ref
				Appleby Ref 141169.0002/JB/JA
				3 December 2014
Bermuda Office Appleby (Bermuda) Limited Canon’s Court 22 Victoria Street PO Box HM 1179 Hamilton HM EX Bermuda   Tel +1 441 295 2244   applebyglobal.com		Dear Sirs   TransAtlantic Petroleum Ltd. (the Company)   We have acted as legal counsel in Bermuda to the Company in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, Washington, D.C. 20549 under The Securities Act of 1933, as amended, of up to 1,330,000 common shares of the Company (the “Common Shares”) issuable in accordance with an Arrangement Agreement (the “Arrangement Agreement”) dated September 2, 2014 between the Company and Stream pursuant to outstanding, unexercised options awarded under the Stream Oil & Gas Ltd. Stock Option Plan (the “Plan”) as described in the Registration Statement.   For the purposes of this opinion we have examined and relied upon the documents listed, (which in some cases, are also defined) in the Schedule to this opinion (the “Documents”).   Assumptions   In stating our opinion we have assumed:   (a)    the authenticity, accuracy and completeness of all Documents and other documentation examined by us or submitted to us as originals and the conformity to authentic original documents of all Documents and such other documentation submitted to us as certified, conformed, notarised or photostatic copies;   (b)    that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;
Appleby (Bermuda) Limited (the Legal Practice) is a limited liability company incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009. “Partner” is a title referring to a director, shareholder or an employee of the Legal Practice. A list of such persons can be obtained from your relationship partner.

Bermuda ¡ British Virgin Islands ¡ Cayman Islands ¡ Guernsey ¡ Hong Kong ¡ Isle of Man ¡ Jersey ¡ London ¡ Mauritius ¡ Seychelles ¡ Shanghai ¡ Zurich

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(c)	the genuineness of all signatures on the Documents;

 

(d)	the authority, capacity and power of each of the persons signing the Documents (other than the Company, its directors and its officers);

 

(e)	that any representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is true, accurate and complete;

 

(f)

that there are no provisions of the laws or regulations of any jurisdiction, other than Bermuda, which would be contravened by the execution or delivery of the Plan or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Plan is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;

 

(g)

that the Resolutions are in full force and effect and have not been rescinded, either in whole or in part, and accurately record the resolutions adopted by all of the Directors of the Company as unanimous written resolutions of the Board and that there is no matter affecting the authority of the Directors to take the actions specified in the Resolutions, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein; and

 

(h)	that the general permissions contained in the Notice remain in full force and effect on the date on which either the Company issues or transfers any securities.

Opinion

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that the Common Shares, when issued in accordance with the Arrangement Agreement and the Plan and the applicable option agreement, will be duly authorised, validly issued, fully paid and non-assessable shares of the Company.

 

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Reservations

We have the following reservations:

 

(a)	We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the Courts of Bermuda at the date hereof.

 

(b)	Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of, such other jurisdiction.

 

(c)

Any reference in this opinion to shares being “non-assessable” shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between such Company and the holder of shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Continuance or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for, additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.

Disclosure

This opinion is addressed to you in connection with the registration of the Common Shares with the Securities and Exchange Commission and is not to be made available, or relied on by any other person or entity (other than investors in the Common Shares), or for any other purpose, nor quoted or referred to in any public document nor filed with any governmental agency or person (other than the Securities and Exchange Commission in connection with the Registration Statement), without our prior written consent except as may be required by law or regulatory authority. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable laws or the existing facts or circumstances should change. We consent to the filing of this opinion as an exhibit to the Registration Statement of the Company.

 

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This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.

Yours faithfully

/s/ Appleby (Bermuda) Limited

Appleby (Bermuda) Limited

 

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SCHEDULE

 

1.	Certified copies of the Certificate of Continuance, Memorandum of Continuance and Bye-Laws adopted for the Company (collectively referred to as the “Constitutional Documents”).

 

2.	Certified copy of the unanimous written resolutions of the Directors effective 2 September 2014 (the “Resolutions”).

 

3.	A copy of the notice to the public dated 1 June 2005 as issued by the Bermuda Monetary Authority under the Exchange Control Act 1972 and the Exchange Control Regulations 1973 (the “Notice”).

 

4.	A certified copy of the Register of Directors and Officers.

 

5.	Registration Statement.

Bermuda ¡ British Virgin Islands ¡ Cayman Islands ¡ Guernsey ¡ Hong Kong ¡ Isle of Man ¡ Jersey ¡ London ¡ Mauritius ¡ Seychelles ¡ Shanghai ¡ Zurich

 

5

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of TransAtlantic Petroleum Ltd.

We consent to the incorporation by reference in the Registration Statement on Form S-8 of TransAtlantic Petroleum Ltd. dated December 3, 2014 of our reports dated March 13, 2014, with respect to the consolidated balance sheets of TransAtlantic Petroleum Ltd. as of December 31, 2013 and 2012, and the related consolidated statements of comprehensive income (loss), equity, and cash flows for the two-year period ended December 31, 2013, and all related financial statement schedules, and the effectiveness of internal control over financial reporting as of December 31, 2013, which reports appear in the December 31, 2013 Annual Report on Form 10-K of TransAtlantic Petroleum Ltd.

Our report dated March 13, 2014, on the effectiveness of internal control over financial reporting as of December 31, 2013, expresses our opinion that TransAtlantic Petroleum Ltd. did not maintain effective internal control over financial reporting as of December 31, 2013 because of the effect of a material weaknesses on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states, The Company has not designed and implemented effective internal controls over remeasurement and translation of its foreign subsidiaries’ account balances and the Company has not designed and implemented effective internal controls that sufficiently consider all information necessary to ensure proper classification and presentation within its consolidated financial statements.

/s/ KPMG LLP

Dallas, Texas

December 3, 2014

Exhibit 23.2

 

		KPMG LLP 205-5th Avenue SW Suite 3100, Bow Valley Square 2 Calgary AB T2P 4B9		Telephone (403) 691-8000 Fax (403) 691-8008 www.kpmg.ca

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of TransAtlantic Petroleum Ltd.

We consent to the incorporation by reference in the Registration Statement on Form S-8 of TransAtlantic Petroleum Ltd. dated December 3, 2014 of our report dated March 23, 2012 (except for Note 1 dated March 13, 2014) on the consolidated statements of comprehensive loss, equity and cash flows of TransAtlantic Petroleum Ltd. for the year ended December 31, 2011, which report appears in the Form 10-K of TransAtlantic Petroleum Ltd. for the year ended December 31, 2013.

“KPMG LLP”

Chartered Accountants

December 3, 2014

Calgary, Canada

 

		KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.   KPMG Confidential

Exhibit 23.3

 

December 3, 2014

TransAtlantic Petroleum Ltd.

16803 Dallas Parkway

Addison, Texas 75001

Ladies and Gentlemen:

We hereby consent to references, in the Registration Statement on Form S-8 of TransAtlantic Petroleum Ltd. (the Company) dated December 3, 2014, to DeGolyer and MacNaughton and to the inclusion or incorporation by reference of the information contained in our third-party letter report dated February 28, 2014, filed with the United States Securities and Exchange Commission, which contains our opinion on the proved, probable, and possible reserves attributable to certain properties owned by the Company as of December 31, 2013.

Submitted,

/s/ DeGolyer and MacNaughton

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716

Exhibit 99.1

STREAM OIL & GAS LTD.

STOCK OPTION PLAN

(as amended and restated to include amendments up to and including

Amendment No. 2 to the Plan effective December 11, 2012)

 

1.	Objectives

The Plan is intended as an incentive to attract and retain qualified directors, senior officers, Employees, Management Company Employees, Consultants and Consultant Companies of the Company and its Affiliates, to promote a proprietary interest in the Company and its Affiliates among such persons, and to stimulate the active interest of such persons in the development and financial success of the Company and its Affiliates.

 

2.	Definitions

 

2.1	As used in the Plan, the terms set forth below shall have the following respective meanings:

 

(a)

“Affiliate”, when referring to the relationship between two companies, means that one of them is the subsidiary of the other, or each of them is controlled by the same person or entity;

 

(b)

“Board” means the board of directors of the Company;

 

(c)

“Committee” means the Board or such committee of the Board that the Board may, in accordance with section 3.1 hereof, designate to administer the Plan;

 

(d)

“Company” means Stream Oil & Gas Ltd., a company existing under the Business Corporations Act (British Columbia);

 

(e)

“Consultant” means, in relation to the Company, an individual or Consultant Company, other than an Employee or a Director/Officer of the Company, that:

 

(i)

is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to an Affiliate of the Company, other than services provided in relation to a distribution of securities;

 

(ii)

provides the services under a written contract between the Company or the Affiliate of the Company and the individual or the Consultant Company;

 

(iii)

in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate of the Company; and

 

(iv)

has a relationship with the Company or an Affiliate of the Company that enables the individual to be knowledgeable about the business and affairs of the Company.

 

(f)

“Consultant Company” means, for an individual Consultant, a company or partnership of which the individual is an employee, shareholder or partner;

 

(g)

“Date of Grant” means the date an Option is granted by the Committee to the Optionee, subject to any regulatory or other approvals or conditions;

 

(h)

“Directors/Officers” means directors, senior officers or Management Company Employees of the Company or any subsidiary of the Company;

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(i)

“Employee” means:

 

(i)

an individual who is considered an employee of the Company or its subsidiary under the Income Tax Act (Canada);

 

(ii)

an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

 

(iii)

an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source;

 

(j)

“Exchange” means the TSX Venture Exchange (or any successor stock exchange thereof);

 

(k)

“Insider” in relation to the Company means:

 

(i)

a director or senior officer of the Company;

 

(ii)

a director or senior officer of a company that is an Insider or subsidiary of the Company; or

 

(iii)

a person that beneficially owns or controls, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding Shares;

 

(l)

“Investor Relations Activities” means any activities, by or on behalf of the Company or a shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, except for such activities that the Exchange specifically states to not be Investor Relations Activities;

 

(m)

“Management Company Employee” means an individual employed by an entity providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company, but excluding an entity engaged in Investor Relations Activities;

 

(n)

“Market Price” in relation to a Share subject to an Option on the Date of Grant of the Option means the last closing price of the Shares on the Exchange before such Date of Grant;

 

(o)

“Option” means an option to purchase Shares granted under or subject to the terms of the Plan, including the Pre-Plan Options;

 

(p)

“Option Agreement” means a written agreement between the Company and an Optionee that sets forth the terms, conditions and limitations applicable to an Option;

 

(q)

“Option Period” means the period during which an Option may be exercised;

 

(r)

“Optionee” means a person to whom an Option has been granted under the terms of the Plan or who holds an Option that is otherwise subject to the terms of the Plan;

 

(s)

“Plan” means this Stock Option Plan of the Company;

 

(t)

“Pre-Plan Options” has the meaning set forth in section 4.2; and

 

(u)

“Shares” means common shares in the capital of the Company.

 

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3.	Administration of the Plan

 

3.1

The Plan shall be administered by the Committee. With respect to Option grants to directors of the Company, the Board shall serve as the Committee. With respect to any other Options the Board may specifically constitute a committee of two or more directors of the Company as the Board may designate from time to time to serve as the Committee for the Plan, all of the members of which shall be and remain directors of the Company. Notwithstanding the foregoing, the Board may resolve to be the Committee to administer the Plan with respect to all of the Plan or certain participants and/or awards made or to be made under the Plan.

 

3.2

The Committee shall have full and exclusive power to interpret the Plan, to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of the Plan, and to reserve and issue Shares issuable pursuant to the exercise of Options. The Committee may, in its discretion but subject to any necessary approvals of any stock exchange or regulatory body having jurisdiction over the securities of the Company, provide for the extension of the exercisability of an Option, accelerate the vesting or exercisability of any Option, eliminate or make less restrictive any restrictions contained in an Option, waive any restriction or other provision of the Plan or an Option or otherwise amend or modify an Option in any manner that is either (a) not adverse to the Optionee holding such Option or (b) consented to by such Optionee. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option in the manner and to the extent the Committee deems necessary or desirable to carry it into effect. Any decision of the Committee in the interpretation and administration of the Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. No member of the Committee shall be liable for anything done or omitted to be done by such member, by any member of the Committee or by any officer of the Company in connection with the performance of any duties under the Plan, except for such member’s own willful misconduct or as expressly provided by statute.

 

3.3	All administrative costs of the Plan shall be paid by the Company.

 

4.	Eligibility

 

4.1

Options may be granted to Employees, Directors/Officers and Consultants (and Consultant Companies as may be permitted by the Exchange) who are in the opinion of the Committee in a position to contribute to the success of the Company or any of its Affiliates or who, by virtue of their service to the Company or any predecessors thereof or to any of its Affiliates are, in the opinion of the Committee, worthy of special recognition. The granting of Options is entirely discretionary and nothing in this Plan shall be deemed to give any person any right to participate in this Plan or to be granted an Option and designation of an Optionee in any year shall not require the designation of such person to receive an Option in any other year. The Committee shall consider such factors as it deems pertinent in selecting participants and in determining the amount and terms of their respective Options.

 

4.2

Any options previously granted by the Company (the “Pre-Plan Options”) which remain outstanding as at the effectiveness of the Plan will be deemed to have been issued under and will be governed by the terms of the Plan and, in the event of any inconsistency between the terms of the agreements governing the Pre-Plan Options and the terms of the Plan, the terms of such agreements shall govern. Any Shares issuable upon exercise of the Pre-Plan Options will be included for the purpose of calculating the amounts set out in sections 5 and 6 hereof.

 

4.3

Subject to any applicable regulatory approvals, Options may also be granted under the Plan in exchange for outstanding options granted by the Company or any predecessor company thereof or any Affiliate thereof, whether such outstanding options are granted under the Plan, under any other stock option plan of the Company or any predecessor company or any Affiliate thereof, or under any stock option agreement with the Company or any predecessor corporation or Affiliate thereof.

 

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4.4

Subject to any applicable regulatory approvals, Options may also be granted under the Plan in substitution for outstanding options of another company in connection with a plan of arrangement or exchange, amalgamation, merger, consolidation, acquisition of property or shares, or other reorganization between or involving such other company and the Company or any of its subsidiaries.

 

5.	Number of Shares Reserved under the Plan

The maximum aggregate number of Shares issuable pursuant to the exercise of Options granted under the Plan shall be 9,987,000 (including Shares issuable upon exercise of any Pre-Plan Options assumed by the Plan upon its effectiveness pursuant to section 20 hereof), provided that:

 

(a)

if any Shares covered by an Option subject to the Plan are forfeited, or if an Option has expired, terminated or been cancelled for any reason whatsoever (other than by reason of exercise), then the Shares covered by such Option shall again be, or shall become, Shares with respect to which Options may be granted hereunder, and

 

(b)

such maximum number of Shares shall be appropriately adjusted in the event of any subdivision or consolidation of the Shares.

 

6.	Number of Optioned Shares per Optionee

The determination regarding the number of Shares that may be the subject of Options granted to each Optionee pursuant to an Option will be made by the Committee and will take into consideration the Optionee’s present and potential contribution to the success of the Company and applicable legal and regulatory requirements and, if and for so long as the Company is listed on the Exchange, shall be subject to the following limitations:

 

(a)

Subject to sections 6(b) and 6(c), the aggregate number of Shares that may be reserved for issuance pursuant to the Plan, or as incentive stock options, to any one Optionee in a 12-month period must not exceed 5% of the issued and outstanding Shares (determined at the Date of Grant), unless, as may be required by the Exchange, disinterested shareholder approval is obtained;

 

(b)

The number of Shares subject to Options granted to any one Consultant in a 12-month period must not exceed 2% of the issued and outstanding Shares (determined at the Date of Grant);

 

(c)

The aggregate number of Shares subject to Options granted to all Optionees who are employed to provide Investor Relations Activities must not exceed 2% of the issued and outstanding Shares in any 12-month period (determined at the Date of Grant);

 

(d)

The number of Shares reserved for issuance pursuant to Options granted to Insiders under the Plan must not exceed 10% of the issued and outstanding Shares unless, as may be required by the Exchange, disinterested shareholder approval is obtained;

 

(e)

The number of Options granted to Insiders within a 12-month period to acquire Shares reserved for issuance under the Plan must not exceed 10% of the issued and outstanding Shares, unless, as may be required by the Exchange, disinterested shareholder approval is obtained; and

 

(f)

Subject to any longer vesting period as may be set out in the related Option Agreement, an Option granted to a Consultant performing Investor Relations Activities shall vest in stages over 12 months with no more than 25% of the Shares subject to the Option vesting in any three-month period.

 

7.

Price

 

7.1

The exercise price per Share subject to an Option shall be determined by the Committee at the time the Option is granted, provided that the exercise price shall not be less than the Market Price less applicable discounts permitted by the Exchange, or such other minimum exercise price as may be required by the Exchange.

 

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7.2

Subject to applicable regulatory requirements and approval, the Committee may reprice the prevailing exercise price of an Option. Any reduction in the exercise price of an Option held by an Optionee who is an Insider at the time of the proposed amendment is, however, subject to disinterested shareholder approval if and as required by the Exchange.

 

8.	Term and Exercise of Options

 

8.1

The Option Period shall be determined by the Committee at the time the Option is granted and may be up to ten years from the Date of Grant, provided that, for so long as the Company remains a “Tier 2 Issuer” on the Exchange, options may not exceed a term of five years. The Option Period is also subject to reduction pursuant to the provisions of section 10. Subject to the applicable maximum Option Period provided for in this section 8.1 and subject to applicable regulatory requirements and approvals, the Committee may extend the Option Period for an Option.

 

8.2

The vesting schedule for each Option shall be determined by the Committee at the time the Option is granted and shall be specified in the Option Agreement in respect of the Option. If and for so long as the Company is a “Tier 2 Issuer” on the Exchange, vesting of an Option will occur no earlier than in accordance with the following vesting schedule:

 

(a)

25% of the optioned Shares will be exercisable as of the Date of Grant (provided that any Shares acquired upon exercise may be subject to a hold period as described in section 16.1);

 

(b)

a further 25% of the optioned Shares will be exercisable as of and from the date which is six months after the Date of Grant;

 

(c)

a further 25% of the optioned Shares will be exercisable as of and from the date which is 12 months after the Date of Grant; and

 

(d)

the remaining 25% of the optioned Shares will be exercisable as of and from the date which is 18 months after the Date of Grant.

 

8.3

Notwithstanding the foregoing provision of this section 8, if there is a takeover bid or tender offer made for all or any of the issued and outstanding Shares, then the Committee may, by resolution, permit all Options outstanding to become immediately exercisable in order to permit the Shares issuable under such Options to be tendered to such bid or offer.

 

8.4

The vested portion of Options will be exercisable, either all or in part, at any time after vesting. If less than all of the Shares included in the vested portion of any Option are purchased, the remainder may be purchased, subject to the Option’s terms, at any subsequent time prior to the expiration of the Option Period.

 

8.5

The exercise of any Option will be contingent upon receipt by the Company of payment for the full exercise price of the Shares being purchased in cash by way of certified cheque or bank draft. No Optionee or the legal representatives, legatees or distributees of the Optionee will be, or will be deemed to be, a holder of any Shares subject to an Option under the Plan unless and until certificates for such Shares are issued to the Optionee or such other persons under the terms of the Plan.

 

8.6

If the end of the Option Period for any Option occurs during or within ten trading days following the end of a period in which the trading of the Shares is restricted by the policies of the Company or is otherwise restricted by a trading blackout period imposed by the Company (each a “Blackout Period”), then the last day of the Option Period for the Option shall be automatically extended to that date which is ten trading days following the end of such Blackout Period (the “Extension Period”); provided that if an additional

 

5

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Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period so that the last day of the Option Period for the Option shall be automatically further extended to that date which is ten trading days following the end of the last Blackout Period.

 

9.	Stock Option Agreement

Upon the grant of an Option to an Optionee, the Company and the Optionee shall enter into an Option Agreement setting out the number of Shares subject to the Option, the exercise price per Share, the Option Period, and the vesting schedule for the Option, and incorporating the terms and conditions of the Plan and any other requirements of applicable regulatory authorities and such other terms and conditions as the Committee may determine are necessary or appropriate, subject to the terms of the Plan. Without limiting the generality of the foregoing and if and for so long as the Company is listed on the Exchange, for Options granted to Employees, Consultants or Management Company Employees, the Company is required to represent in an Option Agreement that the Optionee is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

 

10.	Effect of Termination of Employment or Death

 

10.1

Options granted to any Optionee who is a Director/Officer, Employee, Consultant or Management Company Employee shall expire on the earlier of: (a) that date which is 90 days after the Optionee ceases to be in at least one of such categories unless an earlier date is provided for in the Option Agreement with the Optionee, and (b) the expiry of the Option Period. The Committee may, in its sole discretion but subject to regulatory approval, extend such 90-day period in respect of any Option for a specified period up to the expiry of the Option Period.

 

10.2

Options granted to an Optionee who is engaged in Investor Relations Activities for the Company shall expire on the earlier of: (a) that date which is 30 days after the Optionee ceases to be employed to provide Investor Relations Activities unless an earlier date is provided for in the Option Agreement with the Optionee, and (b) the expiry of the Option Period. The Committee may, in its sole discretion, extend such 30-day period in respect of any Option for a specified period up to the expiry of the Option Period.

 

10.3

Notwithstanding sections 10.1 and 10.2, in the event of the death of an Optionee while in service to the Company, each outstanding Option (to the extent then vested and not exercised) shall be exercisable until the earlier of (a) the expiration of one year following such death unless an earlier date is provided for in the Option Agreement with the Optionee, and (b) the expiry of the Option Period, but only by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or by the laws of descent and distribution.

 

10.4

Notwithstanding the foregoing provisions of this section 10 and subject to any applicable regulatory approvals, the Committee may, in its discretion, provide for the extension of the exercisability of an Option for any period that is not beyond the applicable expiration date thereof, accelerate the vesting or exercisability of an Option, eliminate or make less restrictive any restrictions governing an Option, waive any restriction or other provision of this Plan or an Option or otherwise amend or modify the Option in any manner that is either (a) not adverse to such Optionee or (b) consented to by such Optionee.

 

11.	Adjustment in Shares Subject to the Plan

 

11.1

The exercise price for and the number of Shares covered by an Option will be adjusted, with respect to the then unexercised portion thereof, by the Committee from time to time (on the basis of such advice as the Committee considers appropriate, including, if considered appropriate by the Committee, a certificate of the auditor of the Company) in the event and in accordance with the provisions and rules set out in this section 11. Any dispute that arises at any time with respect to any adjustment pursuant to such provisions and rules will be conclusively determined by the Committee, and any such determination will be binding on the Company, the optionee and all other affected parties.

 

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(a)

In the event that a dividend is declared upon the Shares, payable in Shares (other than in lieu of dividends paid in the ordinary course), the number of Shares then subject to any Option shall be adjusted by adding to each such Share the number of Shares which would be distributable thereon if such Share had been outstanding on the date fixed for determining shareholders entitled to receive such stock dividend.

 

(b)

In the event that the outstanding Shares are changed into or exchanged for a different number or kind of Shares or other securities of the Company or of another corporation, whether through an arrangement, amalgamation or other similar procedure or otherwise, or a share recapitalization, subdivision or consolidation, then there shall be substituted for each Share subject to any Option the number and kind of Shares or other securities of the Company or another corporation into which each outstanding Share shall be so changed or for which each such Share shall be exchanged.

 

(c)

In the event that there is any change, other than as specified above in this section 11, in the number or kind of outstanding Shares or of any securities into which such Shares shall have been changed or for which they shall have been exchanged, then, if the Committee, in its sole discretion, determines that such change equitably requires an adjustment to be made in the number or kind of Shares then subject to any Option, an equitable adjustment shall be made in the number or kind of Shares, such adjustment shall be made by the Committee and be effective and binding for all purposes.

 

(d)

In the event that the Company distributes by way of a dividend, or otherwise, to all or substantially all holders of Shares, property, evidences of indebtedness or shares or other securities of the Company (other than Shares) or rights, options or warrants to acquire Shares or securities convertible into or exchangeable for Shares or other securities or property of the Company, other than as a dividend in the ordinary course, then, if the Committee, in its sole discretion, determines that such action equitably requires an adjustment in the exercise price of the Option or number of Shares subject to any Option, or both, such adjustment shall be made by the Committee and shall be effective and binding for all purposes.

 

11.2

In the case of any such substitution or adjustment as provided for in this section 11, the exercise price in respect of each Option for each Share covered thereby prior to such substitution or adjustment will be proportionately and appropriately varied, such variation shall generally require that the number of Shares or securities covered by the Option after the relevant event multiplied by the varied option exercise price be equal to the number of Shares covered by the Option prior to the relevant event multiplied by the original exercise price of the Option.

 

11.3	No adjustment or substitution provided for in this section 11 shall require the Company to issue a fractional share in respect of any Option. Fractional shares shall be eliminated.

 

11.4

The grant of an Option shall not affect in any way the right or power of the Company to effect adjustments, reclassifications, reorganizations, arrangements or changes of its capital or business structure, or to amalgamate, merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets.

 

12.	Non-Assignability

All Options, benefits and rights accruing to any Optionee in accordance with the terms and conditions of the Plan are non-assignable and non-transferable, except as specifically provided in section 10.3 in the event of the death of the Optionee. During the lifetime of the Optionee, all such Options, benefits and rights may only be exercised by the Optionee.

 

7

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13.	Employment

Nothing contained in the Plan shall confer upon any Optionee any right with respect to employment or continuance of employment with, or the provision of services to, the Company or any of its Affiliates, or interfere in any way with the right of the Company or any of its Affiliates to terminate the Optionee’s employment or services at any time. Participation in the Plan by an Optionee is voluntary.

 

14.	Record Keeping

The Company shall maintain a register in which shall be recorded or maintained:

 

(a)

the name and address of each Optionee;

 

(b)

the number of Shares subject to Options granted to each Optionee, the number of Shares issued to each Optionee upon the exercise of Options, and the number of Shares subject to Options remaining outstanding;

 

(c)

a copy of each outstanding Option Agreement; and

 

(d)

such other information as the Committee may determine.

 

15.	Regulatory Approvals

 

15.1

The Plan is subject to the approval of regulatory authorities having, or which may have, jurisdiction over the securities of the Company, and the Board is authorized to amend the text thereof from time to time in order to comply with any changes thereto required by such applicable regulatory authorities.

 

15.2

The obligation of the Company to issue and deliver Shares in accordance with the Plan is subject to the approval of any governmental authority having jurisdiction or any stock exchange or stock quotation system on which the Shares are listed for trading or quoted which may be required in connection with the authorization, issuance or sale of such Shares by the Company. If any Shares cannot be issued to any Optionee for any reason including, without limitation, the failure to obtain such approval, then the obligation of the Company to issue such Shares shall terminate and any exercise price for an Option paid to the Company shall be returned to the Optionee.

 

16.	Hold Periods, Securities Regulation and Tax Withholding

 

16.1

If and for so long as the Company is listed on the Exchange and in addition to any resale restrictions under applicable securities laws, for Options having an exercise price per Share that is less than the Market Price, any Shares issued on the exercise of such Options will be subject to a four-month hold period commencing on the particular Date of Grant of the Option, and certificates for the Shares will bear a restrictive legend setting out any such applicable hold period.

 

16.2

Where necessary to effect exemption from registration or distribution of the Shares under securities laws applicable to the securities of the Company, an Optionee shall be required, upon the acquisition of any Shares upon the exercise of Options, to acquire such Shares with investment intent (i.e. for investment purposes) and not with a view to their distribution, and to present to the Committee an undertaking to that effect in a form acceptable to the Committee. The Committee may cause a legend or legends to be placed upon any certificates for the Shares to make appropriate reference to applicable resale restrictions. The Committee may take such other action or require such other action or agreement by such Optionee as may from time to time be necessary to comply with applicable securities laws. This provision shall in no way obligate the Company to undertake the registration or qualification of any Options or the underlying Shares under any securities laws applicable to the securities of the Company.

 

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16.3

The Committee and the Company may take all such measures as they deem appropriate to ensure that the Company’s obligations under the withholding provisions under income tax laws applicable to the Company and other provisions of applicable laws are satisfied with respect to the issuance of Shares pursuant to the Plan or the grant or exercise of Options under the Plan.

 

16.4	Issuance, transfer or delivery of certificates for Shares purchased pursuant to the Plan may be delayed, at the discretion of the Committee, until the Committee is satisfied that the applicable requirements of securities and income tax laws have been met.

 

17.	Amendment and Termination of Plan

The Board reserves the right to amend or terminate the Plan at any time if and when it is advisable in the absolute discretion of the Board; provided, however, that no such amendment or termination shall adversely affect any outstanding Options granted under the Plan without the consent of the Optionee. Any amendment to the Plan shall also be subject to any necessary approvals of any stock exchange or regulatory body having jurisdiction over the securities of the Company and, where applicable, the approval of the shareholders of the Company (except where an amendment is made pursuant to section 15.1 hereof).

 

18.	No Representation or Warranty

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

 

19.	General Provisions

 

19.1

Nothing contained in the Plan shall prevent the Company or any of its Affiliates from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the issuance of securities of the Company (subject to shareholder approval if such approval is required by applicable securities regulatory authorities) and such arrangements may be either generally applicable or applicable only in specific cases.

 

19.2	The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any option agreement, and all determinations made and actions taken pursuant hereto shall be governed by and determined in accordance with the laws of the Province of British Columbia, Canada.

 

19.3

If any provision of the Plan or any Option is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any person or Option, or would disqualify the Plan or any Option under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Option, such provision shall be stricken as to such jurisdiction, person or Option and the remainder of the Plan and any such Option shall remain in full force and effect.

 

19.4	Neither the Plan nor any Option shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any of its Affiliates and an Optionee or any other person.

 

19.5	Headings are given to the sections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

 

20.	Effective Date of the Plan

 

20.1

Subject to the approval of the Plan by the shareholders of the Company and all necessary regulatory approvals pursuant to section 15 hereof, the Plan will be effective as of the date that the common shares of the Company are listed on the Exchange following the Company’s acquisition of Stream Oil & Gas Ltd., a corporation existing under the laws of the Cayman Islands.

 

9

Exhibit 99.2

Non-U.S. Optionees

STOCK OPTION AGREEMENT

THIS AGREEMENT is entered into with effect as of                      (the “Date of Grant”)

BETWEEN:

STREAM OIL & GAS LTD., a company incorporated under the laws of the Province of British Columbia, with a head office located at #300-609 14th Street NW, Calgary, Alberta T2N 2A1

Facsimile no. (403) 531-2695

(hereinafter called the “Company”)

AND:

s, of s

Facsimile no.                                 

(hereinafter called the “Optionee”)

WHEREAS:

 

A.

Pursuant to the Company’s Stock Option Plan, as amended (the “Plan”), the Board of Directors is authorized to grant to qualified directors, senior officers, “Employees”, “Management Company Employees”, “Consultants” and “Consultant Companies” (each as defined in the Plan) of the Company or its affiliates stock options to purchase common shares without par value in the capital of the Company (the “Common Shares”);

 

B.	The Optionee is eligible to receive an option under the Plan and the Company wishes to grant to the Optionee an option to purchase Common Shares as an incentive for the Optionee’s continued performance of services to the Company; and

 

C.	The Board of the Directors has authorized the grant to the Optionee of an option to purchase Common Shares upon the terms and conditions set forth herein.

NOW THEREFORE in consideration of the premises and of the covenants and conditions hereinafter set forth, the parties hereto agree as follows:

1. Grant

The Company hereby grants to the Optionee an option (the “Option”) to purchase, upon the terms and conditions set forth herein and in the Plan, an aggregate of s Common Shares (each, an “Optioned Share” and collectively, the “Optioned Shares”). [The Company hereby represents that the Optionee is a bona fide Employee, Consultant or Management Company Employee of the Company (as defined in the Plan).]

2. Exercise Price

The exercise price for the Optioned Shares shall be $s per share (the “Exercise Price”).

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3. Exercise

The Option is exercisable in accordance with the following vesting schedule: s.

[provided, however, that the Option will not be exercisable, notwithstanding vesting on each of such dates, unless and until the closing trading price of the Common Shares of the Company on the TSX Venture Exchange (or such other stock exchange on which the Common Shares of the Company may be listed) has been at or greater than $1.10 per share for any 10 consecutive trading days during the period from April 2, 2012 to April 2, 2015 inclusive.][ Except as provided in the Plan, the Option may only be exercised, to the extent entitled, while the Optionee is a director, officer, employee or consultant of the Company or of its subsidiaries and has continuously been so since the Effective Date.]

The Optionee may exercise the Option by giving written notice to the Company and delivering to the Company a bank draft, money order, certified cheque or wire transfer payable to the Company in an amount in Canadian funds equal to the number of Optioned Shares in respect of which the Option is being exercised multiplied by the Exercise Price.

4. Option Not Transferable

The Option is not transferable or assignable except by will or by the laws of descent and distribution.

5. Restrictions on Resale

The Optionee agrees that transfer restrictions may be imposed by the Company on the certificates for the Optioned Shares should the Company deem it necessary or appropriate to do so in order to comply with the requirements of applicable law or of any regulatory authorities having jurisdiction over the securities of the Company.

6. Termination of Option

The Option shall terminate, to the extent not previously exercised, on s, subject to earlier termination in certain events as set forth in the Plan.

7. Adjustments in Shares

In the event of a subdivision or a consolidation of the Common Shares, a reorganization of the Company or any other event affecting the Common Shares, the number of Optioned Shares and the exercise price shall be proportionately adjusted as set forth in the Plan.

8. Subject to the Plan

The terms of this Option are subject to the provisions of the Plan, as the same may from time to time be amended or superseded, and any inconsistencies between this Agreement and the Plan, as the same may be from time to time amended, shall be governed by the provisions of the Plan, a copy of which the Optionee hereby acknowledges as having been received by the Optionee, and which is available for inspection at the head office of the Company.

 

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9. Professional Advice

The acceptance and exercise of the Option and the sale of Optioned Shares issued pursuant to exercise of the Option may have consequences under federal, provincial and other tax and securities laws which may vary depending on the individual circumstances of the Optionee. Accordingly, the Optionee acknowledges that the Optionee has been advised to consult the Optionee’s personal legal and tax advisors in connection with this Agreement and the Optionee’s dealings with respect to the Option or the Optioned Shares.

10. Regulatory Approvals

The grant of the Option hereunder and any amendment thereto will be subject to any necessary approval of and acceptance by the principal stock exchange on which the Common Shares are listed (the “Stock Exchange”) and any other regulatory authority having jurisdiction over the securities of the Company.

11. Shareholder Approvals

Shareholder approval shall be obtained in respect of any amendments to this Agreement if so required by the Stock Exchange and any other regulatory authority having jurisdiction over the securities of the Company.

12. Consent to Collection of Personal Information

The Optionee hereby consents to the Company’s disclosure of the Optionee’s Personal Information (as defined below) to the Stock Exchange and its affiliates, authorized agents, subsidiaries and divisions (collectively referred to as the “Stock Exchange”) and the collection, use and disclosure of the Optionee’s Personal Information by the Stock Exchange for the following purposes or as otherwise identified by the Stock Exchange, from time to time:

 

(a)

to conduct background checks;

 

(b)

to verify the Personal Information that has been provided about the Optionee;

 

(c)

to consider the suitability of the Optionee to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Company;

 

(d)

to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Company, or its associates or affiliates;

 

(e)

to conduct enforcement proceedings; and

 

(f)

to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Stock Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.

The Optionee further acknowledges and agrees that:

 

(i)

the Stock Exchange may also collect additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished;

 

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(ii)

the Personal Information that the Stock Exchange collects may also be disclosed (A) to the agencies and organizations in subparapraph (i) above, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and (B) on the Stock Exchange’s website or through printed materials published by or pursuant to the directions of the Stock Exchange; and

 

(iii)

the Stock Exchange may from time to time use third parties to process information and/or provide other administrative services. In this regard, the Stock Exchange may share the information with such third party service providers.

In this Agreement, “Personal Information” means any information about the Optionee and includes, but is not limited to, any information pertaining to the Optionee’s name and position with the Company, the number of Optioned Shares underlying the Option granted and the exercise price and expiry date of the Option.

13. Notices

Any notice to be given hereunder shall be deemed to have been well and sufficiently given if mailed by prepaid registered mail, telecopied or delivered to the parties at the addresses specified above or at such other address as each party may from time to time direct in writing. Any such notice shall be deemed to have been received if mailed, two business days after the date of mailing, if telecopied, the next business day after completion of telecopier transmission, and, if delivered, upon delivery. If normal mail service is interrupted by a labour dispute, slowdown, strike, force majeure, or other cause, a notice sent by mail shall not be deemed to be received until actually received, and the party giving such notice shall use such other service as may be available to ensure prompt delivery or shall deliver such notice.

14. Governing Law

The Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia, Canada.

15. Currency

All references herein to “$” are to Canadian dollars.

16. General

If any day on or before which any action or notice is required to be taken or given hereunder is not a business day (meaning any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which the banks are open for business in the Province of British Columbia), then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a business day.

 

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17. Entire Agreement

This Agreement and the Plan supersede all prior and contemporaneous oral and written statements and representations and contains the entire agreement between the parties with respect to the Option.

IN WITNESS WHEREOF the parties have executed these presents as of the day and the year first above written.

 

STREAM OIL & GAS LTD.
Per:
		Authorized Signatory

 

s [OPTIONEE]						Witness Signature
						Print Name of Witness

 

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Non-U.S. Optionees

STOCK OPTION EXERCISE FORM

 

TO:	STREAM OIL & GAS LTD.

 

RE:	Stock Option Agreement dated as of s, between the undersigned and Stream Oil & Gas Ltd. (the “Stock Option Agreement”)

The undersigned hereby gives notice under the Stock Option Agreement of exercise of the Option (as defined in the Stock Option Agreement) with respect to                     Optioned Shares (as defined in the Stock Option Agreement) at $s per share and encloses a bank draft, money order, certified cheque or confirmation of wire transfer payable to Stream Oil & Gas Ltd. in the amount of $                    representing payment in full for these Optioned Shares.

The undersigned hereby directs that the Optioned Shares hereby subscribed for be issued and delivered as follows:

 

		Registration Instructions				Delivery Instructions

 

Dated:
Signature of Optionee
Name of Optionee (please print)