5. CAPITAL STOCK

a)	Authorized Stock

The Company has authorized 75,000,000 common shares with $0.001 par value. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholder of the corporation is sought.

b)	Share Issuances

At January 31, 2016, there are 18,494,484* common stock issued and outstanding:

On February 22, 2007, 3,000,000* shares of common stock were issued to the director at $.001/per share for total proceeds of $3,000.

On March 15, 2007, 1,500,000* shares were issued to private shareholders at $.01/per share for total proceeds of $15,000.

On May 9, 2007, 500,000* shares were issued to private shareholders at $.02/ per share for total proceeds of $10,000.

On September 12, 2012 pursuant to the closing of a private placement, 16,807* shares of common stock at a purchase price of $11.90* per share for total proceeds of $200,000 was issued.

On September 27, 2012 10,000* share of common stock were issued as part of the compensatory terms of the mineral rights option agreement entered into by the Company.

On October 2, 2012 pursuant to the closing of a private placement, 9,677* shares of common stock at a purchase price of $15.50* per share for total proceeds of $150,000 was issued.

On April 2, 2013 pursuant to the closing of a private placement, 8,000* shares of common stock at a purchase price of $2.50* per share for total proceeds of $20,015 was issued.

On December 6, 2013, a private placement of common stock with warrant was issued for $20,000. The offering consists of units (“Units”) at $0.08 per Unit. Each Unit will consist of one common share in the capital of the Issuer (each, a “Share”) and one half of one common share purchase warrant (each whole warrant a “Warrant”) subject to adjustment. Each whole Warrant shall entitle the holder thereof to purchase one common share in the capital stock of the Issuer (each, a “Warrant Share”), as defined below. The whole Warrants will be exercisable for 12 months following the Closing at $0.15 per share. The offering closed on December 31, 2013. On July 31, 2014, 250,000 common stock was issued. The whole warrants will now be exercisable for 12 months following the July 31, 2014 issuance date.

On July 7, 2014, 5,000,000 shares of common stock were issued as part of the compensatory terms of the Terms of Farm-out Agreement to acquire a working interest in an oil and gas lease entered into by the Company.

On July 7, 2014, 1,000,000 shares of common stock were issued as part of the compensatory terms of the Terms of Farm-out Agreement to acquire a working interest in an oil and gas lease entered into by the Company.

On July 31, 2014 pursuant to the closing of a private placement, 400,000 shares of common stock at a purchase price of $0.05 per share was issued for proceeds of $20,000 that had been advanced.

On July 31, 2014 pursuant to the closing of a private placement, 100,000 shares of common stock at a purchase price of $0.05 per share for total proceeds of $5,000 was issued.

On July 31, 2014 1,250,000 shares of common stock were issued as required as part of the compensatory terms of the mineral rights option agreement entered into by the Company.

On October 1, 2014 pursuant to the closing of a private placement, 200,000 shares of common stock at a purchase price of $0.05 per share for total proceeds of $10,000 was issued.

On October 1, 2014 pursuant to the closing of a private placement, 100,000 shares of common stock at a purchase price of $0.05 per share for total proceeds of $5,000 was issued.

On October 1, 2014 pursuant to the closing of a private placement, 500,000 shares of common stock at a purchase price of $0.05 per share for total proceeds of $25,000 was issued.

On October 20, 2014, 2,000,000 shares of common stock were issued as part of the compensatory terms of the Terms of Farm-out Agreement to acquire a working interest in an oil and gas lease entered into by the Company.

On November 1, 2014, 100,000 shares of common stock that were purchased at $0.05 per share for total proceeds of $5,000 and issued on July 31, 2014 were cancelled. The $5,000 has been reclassed as an advance to the Company.

On August 18, 2015, 500,000 shares of restricted common stock were issued as part of the compensatory terms of the mineral rights option agreement entered into by the Company.

On October 6, 2015 pursuant to the closing of a private placement, 100,000 shares of restricted common stock at a purchase price of $0.05 per share for total proceeds of $5,000 was issued.

On October 6, 2015 pursuant to the closing of a private placement, 400,000 shares of restricted common stock at a purchase price of $0.05 per share for total proceeds of $18,750 was issued.

On January 28, 2016 pursuant to the closing of a private placement, 100,000 shares of restricted common stock at a purchase price of $0.04 per share for total proceeds of $4,000 was issued.

On January 28, 2016 pursuant to the closing of a private placement, 1,250,000 shares of restricted common stock at a purchase price of $0.275 per share for total proceeds of $34,375 was issued.

* The figures and amounts give retroactive effect of the 10:1 reverse stock split effective August 13, 2013.