Capitalization

Common Shares

TUSK Energy Corporation (“TUSK”) is authorized to issue an unlimited number of Common Shares without nominal or par value. The holders of Common Shares shall be entitled to receive notice of and to attend all meetings of the shareholders of TUSK and shall have one (1) vote for each Common Share held at all meetings of the shareholders of the Corporation, except meetings at which only holders or another specified class or series of shares of the Corporation are entitled to vote separately as a class or series. TUSK has 90,443,888 shares outstanding.

TUSK has a Stock Option Plan (the “Plan”) whereby options to purchase Common Shares may be granted to directors, officers, employees and certain other persons providing consulting services to TUSK on an ongoing basis. All options granted will be in compliance with the requirements of any stock exchange on which TUSK’s shares are listed. Options granted under the Plan will have an exercise price that is not less than the price allowed by regulatory authorities, will be non-transferable and will be exercisable for a period not to exceed 10 years. The maximum number of Common Shares reserved for issuance under the Plan, from time to time, cannot exceed 10% of the Common Shares then outstanding. The number of Common Shares reserved for issuance to any individual director, officer or employee cannot exceed 5% of the issued and outstanding Common Shares. Options may be exercised no later than 90 days following cessation of the optionee’s position with TUSK provided that the cessation of office, directorship, employment or consulting relationship was by reason other than voluntary resignation, termination by cause or death. If the cessation of office, directorship, employment or consulting relationship was by reason of voluntary termination or termination for cause, such option shall expire and terminate on the effective date or notice of termination of employment. If the cessation of office, directorship, employment or consulting relationship was by reason of death, the option may be exercised up to 12 months after such death, subject to the expiry date of the options. The vesting of outstanding Options will accelerate in certain events, including a reorganization of the Corporation or a transaction involving a change of control of the Corporation.

The following table summarizes stock options outstanding: