6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the Month of   October 2014            

File No.   000-55111

Renaissance Oil Corp.

 (Name of Registrant)

Suite 3123-595 Burrard St., Vancouver, BC  V7X 1J1

 (Address of principal executive offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.  

FORM 20-F   x

FORM 40-F   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Renaissance Oil Corp.

(Registrant)

Dated:  October 9, 2014 By: /s/  “Gordon Keep” Gordon Keep Director

Exhibits:

99.1

Incentive Stock Option Plan

99.2

Framework Agreement

EX-99.1

RENAISSANCE OIL CORP.

INCENTIVE STOCK OPTION PLAN

Dated: August 12, 2014

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INTERPRETATION		1
1.1	Defined Terms	1
1.2	Interpretation	5
ARTICLE 2 ESTABLISHMENT OF PLAN		5
2.1	Purpose	5
2.2	Shares Reserved	5
2.3	Non-Exclusivity	6
2.4	Effective Date	6
ARTICLE 3 ADMINISTRATION OF PLAN		6
3.1	Administration	6
3.2	Amendment, Suspension and Termination	7
3.3	Compliance with Laws	7
3.4	Tax Withholdings	7
ARTICLE 4 OPTION GRANTS		8
4.1	Eligibility and Multiple Grants	8
4.2	Option Agreement	8
4.3	Limitation on Grants and Exercises	8
ARTICLE 5 OPTION TERMS		9
5.1	Exercise Price	9
5.2	Expiry Date	9
5.3	Vesting	9
5.4	Accelerated Vesting Event	9
5.5	Non-Assignability	10
5.6	Ceasing to be Eligible Person	10
5.7	Blackout Periods	10
ARTICLE 6 EXERCISE PROCEDURE		11
6.1	Exercise Procedure	11
ARTICLE 7 AMENDMENT OF OPTIONS		11
7.1	Consent to Amend	11
7.2	Amendment Subject to Approval	11
ARTICLE 8 MISCELLANEOUS		12
8.1	No Rights as Shareholder	12
8.2	No Right to Employment	12
8.3	Governing Law	12

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1

Defined Terms

For the purposes of this Plan, the following terms shall have the following meanings:

(a)

"Accelerated Vesting Event" means the occurrence of any one of the following events:

(i)

a take-over bid (as defined under applicable securities Laws) is made for Common Shares or Convertible Securities which, if successful would result (assuming the conversion, exchange or exercise of the Convertible Securities, if any, that are the subject of the take-over bid) in any Person or Persons acting jointly or in concert (as determined under applicable securities Laws) or Persons associated or affiliated with such Person or Persons (as determined under applicable securities Laws) beneficially, directly or indirectly, owning shares that would, notwithstanding any agreement to the contrary, entitle the holders thereof for the first time to cast at least 50% of the votes attaching to all shares in the capital of the Corporation that may be cast to elect Directors;

(ii)

the acquisition or continuing ownership by any Person or Persons acting jointly or in concert (as determined under applicable securities Laws), directly or indirectly, of Common Shares or of Convertible Securities, which, when added to all other securities of the Corporation at the time held by such Person or Persons, Persons associated with such person or persons, or persons affiliated with such Person or Persons (as determined under applicable securities Laws) (collectively, the "Acquirors"), and assuming the conversion, exchange or exercise of Convertible Securities beneficially owned by the Acquirors, results in the Acquirors beneficially owning shares that would, notwithstanding any agreement to the contrary, entitle the holders thereof for the first time to cast at least 50% of the votes attaching to all shares in the capital of the Corporation that may be cast to elect Directors;

(iii)

an amalgamation, merger, arrangement or other business combination (a "Business Combination") involving the Corporation receives the approval of, or is accepted by, the securityholders of the Corporation (or all classes of securityholders whose approval or acceptance is required) or, if their approval or acceptance is not required in the circumstances, is approved or accepted by the Corporation and as a result of that Business Combination, parties to the Business Combination or securityholders of the parties to the Business Combination, other than the securityholders of the Corporation, own, directly or indirectly, shares of the continuing entity that entitle the holders thereof to cast at least 50% of the votes attaching to all shares in the capital of the continuing entity that may be cast to elect Directors;

(b)

"Affiliate" shall have the meaning ascribed thereto by the TSX Venture Exchange in Policy 1.1 – Interpretation;

(c)

"Associate" shall have the meaning ascribed thereto by the TSX Venture Exchange in Policy 1.1 – Interpretation;

(d)

"Board" means the board of directors of the Corporation or, as applicable, a committee consisting of not less than 3 directors of the Corporation duly appointed to administer this Plan;

(e)

"Charitable Option" means a stock option or equivalent security granted by the Corporation to an Eligible Charitable Organization;

(f)

"Charitable Organization" means "charitable organization" as defined in the Income Tax Act (Canada) from time to time;

(g)

"Common Shares" means the common shares in the capital of the Corporation;

(h)

"Consultant" means, in relation to the Corporation, an individual (other than an Employee or a Director of the Corporation) or company that:

(i)

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

(ii)

provides the services under a written contract between the Corporation or the Affiliate and the individual or the company, as the case may be;

(iii)

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

(iv)

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

(i)

"Consultant Company" means a Consultant that is a company;

(j)

"Convertible Securities" means any security of the Corporation which is convertible into Common Shares;

(k)

"Corporation" means Renaissance Oil Corp. and its successor entities;

(l)

"Director" means a director, senior officer or Management Company Employee of the Corporation, or a director, senior officer or Management Company Employee of the Corporation’s subsidiaries;

(m)

"Disinterested Shareholder Approval" means approval by a majority of the votes cast by all shareholders entitled to vote at a meeting of shareholders of the Corporation excluding votes attached to shares beneficially owned by insiders to whom options may be granted under this Plan and their Associates;

(n)

"Distribution" has the meaning ascribed thereto by the Exchange;

(o)

"Eligible Charitable Organization" means:

(i)

any Charitable Organization or Public Foundation which is a Registered Charity, but is not a Private Foundation; or

(ii)

a Registered National Arts Service Organization;

(p)

"Eligible Person" means

(i)

a Director, Officer, Employee or Consultant of the Corporation or its subsidiaries, if any, at the time the option is granted, and includes companies that are wholly owned by Eligible Persons; or

(ii)

an Eligible Charitable Organization at the time the Option is granted;

(q)

"Employee" means:

(i)

an individual who is considered an employee of the Corporation or its subsidiary under the Income Tax Act (Canada) (and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source);

(ii)

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

(iii)

an individual who works for the Corporation 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 Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source.

(r)

"Exchange" means the TSX Venture Exchange or the NEX board of the TSX Venture Exchange, as the context requires, and any successor entity or the Toronto Stock Exchange if the Corporation is listed thereon;

(s)

"Expiry Date" means the last day of the term for an Option, as set by the Board at the time of grant in accordance with Section 5.2 and, if applicable, as amended from time to time;

(t)

"Governmental Authorities" means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities:

(i)

having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or

(ii)

exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

(u)

"Insider" means a director or senior officer of the Corporation, a Person that beneficially owns or controls directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Corporation, a director or senior officer of a company that is an insider or a subsidiary of the Corporation, and the Corporation itself if it holds any of its own securities;

(v)

"Investor Relations Activities" has the meaning ascribed thereto in the TSX Venture Exchange’s Corporate Finance Manual;

(w)

"Laws" means currently existing applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental Authority having the force of the law;

(x)

"Management Company Employee" means an individual who is employed by a Person providing management services to the Corporation which are required for the ongoing successful operation of the business enterprise of the Corporation, but excluding a Person engaged in Investor Relations Activities;

(y)

"Material Information" has the meaning ascribed thereto in the TSX Venture Exchange’s Corporate Finance Manual;

(z)

"Officer" means an officer of the Corporation or its subsidiaries, if any;

(aa)

"Option" means a non-transferable and non-assignable option to purchase Common Shares granted to an Eligible Person pursuant to the terms of this Plan;

(bb)

"Optionee" means an Eligible Person of an Option granted by the Corporation;

(cc)

"Other Share Compensation Arrangement" means, other than this Plan and any Options, any stock option plan, stock options, employee stock purchase plan or other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including but not limited to a purchase of Common Shares from treasury which is financially assisted by the Corporation by way of loan, guarantee or otherwise;

(dd)

"Person" means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority, and where the context requires any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

(ee)

"Plan" means this incentive stock option plan;

(ff)

"Private Foundation" means "private foundation" as defined in the Income Tax Act (Canada) as amended from time to time;

(gg)

"Public Foundation" means "public foundation" as defined in the Income Tax Act (Canada) as amended from time to time;

(hh)

"Registered Charity" means "registered charity" as defined in the Income Tax Act (Canada) as amended from time to time;

(ii)

"Registered National Arts Service Organization" means “registered national arts service organization" as defined in the Income Tax Act (Canada) as amended from time to time; and

(jj)

"Termination Date" means the date on which an Optionee ceases to be an Eligible Person.

1.2

Interpretation

(a)

References to the outstanding Common Shares at any point in time shall be computed on a non-diluted basis.

(b)

If the Corporation is listed on the Toronto Stock Exchange, the provisions of this Plan as they relate to companies listed on Tier 1 of the TSX Venture Exchange shall apply.

ARTICLE 2
ESTABLISHMENT OF PLAN

2.1

Purpose

The purpose of this Plan is to advance the interests of the Corporation, through the grant of Options, by:

(a)

providing an incentive mechanism to foster the interest of Eligible Persons in the success of the Corporation, its Affiliates and its subsidiaries, if any;

(b)

encouraging Eligible Persons to remain with the Corporation, its Affiliates or its subsidiaries, if any; and

(c)

attracting new Directors, Officers, Employees and Consultants.

2.2

Shares Reserved

(a)

The aggregate number of Common Shares that may be reserved for issuance pursuant to Options shall not exceed 10% of the issued and outstanding Common Shares at the time of the granting of an Option, LESS the aggregate number of Common Shares then reserved for issuance pursuant to any Other Share Compensation Arrangement.  For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan. If the Corporation is listed on the NEX board of the TSX Venture Exchange, the maximum number of Options that may be reserved for issuance or issued in any 12 month period shall not exceed 10% of the issued and outstanding Common Shares of the Corporation.

(b)

If there is a change in the issued and outstanding Common Shares by reason of any share consolidation or split, reclassification or other capital reorganization, or a stock dividend, arrangement, amalgamation, merger or combination, or any other change to, event affecting, exchange of or corporate change or transaction affecting the Common Shares, the Board shall make, as it shall deem advisable and subject to the requisite approval of the relevant regulatory authorities, appropriate substitution and/or adjustment in:

(i)

the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to this Plan;

(ii)

the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to any outstanding unexercised Options, and in the exercise price for such shares or other securities or property; and

(iii)

the vesting of any Options, including the accelerated vesting thereof on conditions the Board deems advisable and, if it relates to Investor Relations vesting provisions, then subject to the approval of the Exchange,

and if the Corporation undertakes an arrangement or is amalgamated, merged or combined with another corporation, the Board shall make such provision for the protection of the rights of Optionees as it shall deem advisable.

(c)

No fractional Common Shares shall be reserved for issuance under this Plan and the Board may determine the manner in which an Option, insofar as it relates to the acquisition of a fractional Common Share, shall be treated.

(d)

The Corporation shall, at all times while this Plan is in effect, reserve and keep available such number of Common Shares as will be sufficient to satisfy the requirements of this Plan.

2.3

Non-Exclusivity

Nothing contained herein shall prevent the Board from adopting such other incentive or compensation arrangements as it shall deem advisable.

2.4

Effective Date

This Plan shall be subject to the approval of any regulatory authority whose approval is required.  Any Options granted under this Plan prior to such approvals being given shall be conditional upon such approvals being given, and no such Options may be exercised unless and until such approvals are given.

ARTICLE 3

ADMINISTRATION OF PLAN

3.1

Administration

(a)

This Plan shall be administered by the Board or any committee established by the Board for the purpose of administering this Plan.  Subject to the provisions of this Plan, the Board shall have the authority:

(i)

to determine the Eligible Persons to whom Options are granted, to grant such Options, and to determine any terms and conditions, limitations and restrictions in respect of any particular Option grant, including but not limited to the nature and duration of the restrictions, if any, to be imposed upon the acquisition, sale or other disposition of Common Shares acquired upon exercise of the Option, and the nature of the events and the duration of the period, if any, in which any Optionee's rights in respect of an Option or Common Shares acquired upon exercise of an Option may be forfeited; and

(ii)

to interpret the terms of this Plan, to make all such determinations and take all such other actions in connection with the implementation, operation and administration of this Plan, and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to this Plan, as it shall from time to time deem advisable, including without limitation for the purpose of ensuring compliance with Section 3.3 and 3.4 hereof.

(b)

The Board's interpretations, determinations, guidelines, rules and regulations shall be conclusive and binding upon the Corporation, Eligible Persons, Optionees and all other Persons.

(c)

For stock options granted to Employees, Consultants or Management Company Employees, the Corporation and the Optionee are responsible for ensuring and confirming that the Optionee is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

3.2

Amendment, Suspension and Termination

The Board may amend, subject to the approval of any regulatory authority whose approval is required, suspend or terminate this Plan or any provision herein. No such amendment, suspension or termination shall alter or impair any outstanding unexercised Options or any rights without the consent of such Optionee.  If this Plan is suspended or terminated, the provisions of this Plan and any administrative guidelines, rules and regulations relating to this Plan shall continue in effect for the duration of such time as any Option remains outstanding.

3.3

Compliance with Laws

(a)

This Plan, the grant and exercise of Options hereunder and the Corporation's obligation to sell, issue and deliver any Common Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign Laws, policies, rules and regulations, to the policies, rules and regulations of any stock exchanges or other markets on which the Common Shares are listed or quoted for trading and to such approvals by any Governmental Authority as may, in the opinion of counsel to the Corporation, be required.  The Corporation shall not be obligated by the existence of this Plan or any provision of this Plan or the grant or exercise of Options hereunder to sell, issue or deliver Common Shares upon exercise of Options in violation of such Laws, policies, rules and regulations or any condition or requirement of such approvals.

(b)

No Option shall be granted and no Common Shares sold, issued or delivered hereunder where such grant, sale, issue or delivery would require registration or other qualification of this Plan or of the Common Shares under the applicable securities Laws of any foreign jurisdiction, and any purported grant of any Option or any sale, issue and delivery of Common Shares hereunder in violation of this provision shall be void.  In addition, the Corporation shall have no obligation to sell, issue or deliver any Common Shares hereunder unless such Common Shares shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the Common Shares are listed for trading.

(c)

Common Shares sold, issued and delivered to Optionees pursuant to the exercise of Options shall be subject to restrictions on resale and transfer under applicable securities Laws and the requirements of any stock exchanges or other markets on which the Common Shares are listed or quoted for trading, and any certificates representing such Common Shares shall bear, as required, a restrictive legend in respect thereof.

3.4

Tax Withholdings

(a)

Notwithstanding any other provision contained herein, in connection with the exercise of an Option by an Optionee from time to time, as a condition to such exercise the Corporation shall require such Optionee to pay to the Corporation or the relevant Affiliate an amount as necessary so as to ensure that the Corporation or such Affiliate, as applicable, is in compliance with the applicable provisions of any federal, provincial or local Laws relating to the withholding of tax or other required deductions relating to the exercise of such Options. In addition, the Corporation or the relevant Affiliate, as applicable shall be entitled to withhold from any amount payable to an Optionee, either under this Plan or otherwise, such amount as may be necessary so as to ensure that the Corporation or the relevant Affiliate is in compliance with the applicable provisions of any federal, provincial, local or foreign Laws relating to the withholding of tax or other required deductions relating to the exercise of such Options.  The Corporation may also satisfy any liability for any such withholding obligations, on such terms and conditions as the Corporation may determine in its discretion, by (a) requiring an Optionee, as a condition to the exercise of any Options, to make such arrangements as the Corporation may require so that the Corporation can satisfy such withholding obligations including, without limitation, requiring the Optionee to remit to the Corporation in advance, or reimburse the Corporation for, any such withholding obligations or (b) selling on the Optionee's behalf, or requiring the Optionee to sell, any Shares acquired by the Optionee under the Plan, or retaining any amount which would otherwise be payable to the Optionee in connection with any such sale.

ARTICLE 4
OPTION GRANTS

4.1

Eligibility and Multiple Grants

Options shall only be granted to Eligible Persons.  An Eligible Person may receive Options on more than one occasion and may receive separate Options, with differing terms, on any one or more occasions.

4.2

Option Agreement

Every Option shall be evidenced by an option agreement executed by the Corporation and the Optionee. In the event of any discrepancy between this Plan and an option agreement, the provisions of this Plan shall govern.

4.3

Limitation on Grants and Exercises

(a)

To any one Person.  The aggregate number of Options granted to any one Person (and companies wholly owned by that Person) pursuant to this Plan and any other Share Compensation Arrangement in a 12 month period must not exceed 5% of the issued shares of the Corporation, calculated on the date an Option is granted to the Person (unless the Corporation has obtained the requisite Disinterested Shareholder Approval).

(b)

To Consultants.  The aggregate number of Options granted to any one Consultant in a 12 month period pursuant to this Plan and any other Share Compensation Arrangement must not exceed 2% of the issued shares of the Corporation, calculated at the date an Option is granted to the Consultant.

(c)

To Persons conducting Investor Relations Activities.  The aggregate number of Options granted to all Persons retained to provide Investor Relations Activities pursuant to this Plan and any other Share Compensation Arrangement must not exceed 2% of the issued shares of the Corporation in any 12 month period, calculated at the date an Option is granted to any such Person.  If the Corporation is listed on the NEX board of the TSX Venture Exchange, no Options are permitted to be granted to Persons who provide Investor Relations Activities.  

(d)

To Eligible Charitable Organizations. The aggregate number of Options granted and outstanding to Eligible Charitable Organizations pursuant to this Plan and any other Share Compensation Arrangement must not at any time exceed 1% of the issued shares of the Corporation, as calculated immediately subsequent to the grant of any Options to Eligible Charitable Organizations.

ARTICLE 5

OPTION TERMS

5.1

Exercise Price

(a)

Subject to a minimum exercise price of $0.05 per Common Share, the exercise price per Common Share for an Option shall be determined by the Directors or their delegates if any, but will in no event be less than the Market Price for the Common Shares (as defined by the policies of the Exchange) at the date of grant.

(b)

If Options are granted within ninety days of a Distribution by the Corporation by prospectus, then the exercise price per Common Share for such Option shall not be less than the greater of the minimum exercise price calculated pursuant to subsection 5.1(a) herein and the price per Common Share paid by the public investors for Common Shares acquired pursuant to such Distribution.  Such ninety day period shall begin:

(i)

on the date the final receipt is issued for the final prospectus in respect of such Distribution; or

(ii)

in the case of an initial public offering, on the date of listing.

5.2

Expiry Date

Every Option granted shall, unless sooner terminated, have a term not exceeding and shall therefore expire no later than 10 years after the date of grant (subject to extension where the expiry date falls within a “blackout period”, as discussed in subsection 5.7) hereof.

5.3

Vesting

(a)

Subject to subsection 5.3(b) herein and otherwise in compliance with the policies of the Exchange, the Board shall determine the manner in which an Option shall vest and become exercisable.

(b)

Options granted to Consultants performing Investor Relations Activities shall vest over a minimum of 12 months with no more than 1/4 of such Options vesting in any 3 month period.

5.4

Accelerated Vesting Event

Subject to subsection 5.3(b) and in compliance with the policies of the Exchange, upon the occurrence of an Accelerated Vesting Event, the Board will have the power, at its sole discretion and without being required to obtain the approval of shareholders or the holder of any Option, except pertaining to options granted to Consultants performing Investor Relations activities which will be subject to prior written Exchange approval, to make such changes to the terms of Options as it considers fair and appropriate in the circumstances, including but not limited to: (a) accelerating the vesting of Options, conditionally or unconditionally; (b) terminating every Option if under the transaction giving rise to the Accelerated Vesting Event, options in replacement of the Options are proposed to be granted to or exchanged with the holders of Options, which replacement options treat the holders of Options in a manner which the Board considers fair and appropriate in the circumstances having regard to the treatment of holders of Shares under such transaction; (c) otherwise modifying the terms of any Option to assist the holder to tender into any take-over bid or other transaction constituting an Accelerated Vesting Event; or (d) following the successful completion of such Accelerated Vesting Event, terminating any Option to the extent it has not been exercised prior to successful completion of the Accelerated Vesting Event.  The determination of the Board in respect of any such Accelerated Vesting Event shall for the purposes of this Plan be final, conclusive and binding.

5.5

Non-Assignability

Options may not be assigned or transferred.

5.6

Ceasing to be Eligible Person

(a)

If an Optionee who is a Director, Officer, Employee or Consultant is terminated for cause, each Option held by such Optionee shall terminate and therefore cease to be exercisable upon such termination for cause.

(b)

If an Optionee dies prior to otherwise ceasing to be an Eligible Person, each Option held by such Optionee shall be exercisable by the heirs or administrators of such Optionee and shall terminate and therefore cease to be exercisable no later than the earlier of the Expiry Date and the date which is twelve months from the date of the Optionee's death.

(c)

Unless an option agreement specifies otherwise, if an Optionee ceases to be an Eligible Person for any reason other than death or termination for cause, each Option held by the Optionee other than an Optionee who is involved in investor relations activities will cease to be exercisable 90 days after the Termination Date or for a "reasonable period" after the Optionee ceases to serve in such capacity, as determined by the Board.  For Optionees involved in investor relations activities, Options shall cease to be exercisable 30 days after the Termination Date or for a "reasonable period" after the Optionee ceases to serve in such capacity, as determined by the Board.

(d)

If any portion of an Option is not vested at the time an Optionee ceases, for any reason whatsoever, to be an Eligible Person, such unvested portion of the Option may not be thereafter exercised by the Optionee or its legal representative, as the case may be, provided that the Board may, in its discretion, thereafter permit the Optionee or its legal representative, as the case may be, to exercise all or any part of such unvested portion of the Option that would have vested prior to the time such Option otherwise terminates.

(e)

A Charitable Option must expire after the earlier of a date that is not more than 10 years from the grant date of the Charitable Option and the 90th day following the date that the holder of the Charitable Option ceases to be an Eligible Charitable Organization.

5.7

Blackout Periods

An Option will be automatically extended past the expiry date of an Option governed by the Plan if such expiry date falls within a period (a “blackout period”) during which the Corporation prohibits Optionees from exercising their Options provided that the following requirements are satisfied:

(a)

The blackout period must be formally imposed by the Corporation pursuant to its internal trading policies. For greater certainty, in the absence of the Corporation formally imposing a blackout period, the expiry date of any Options will not be automatically extended in any circumstances.

(b)

The blackout period must expire upon the general disclosure of the undisclosed Material Information. The expiry date of the affected Options can be extended to no later than ten (10) business days after the expiry of the blackout period.

(c)

The automatic extension of an Optionee’s Options will not be permitted where the Optionee or the Corporation is subject to a cease trade order (or similar order under securities Laws) in respect of the Corporation’s securities.

ARTICLE 6
EXERCISE PROCEDURE

6.1

Exercise Procedure

An Option may be exercised from time to time, and shall be deemed to be validly exercised by the Optionee only upon the Optionee's delivery to the Corporation at its head office of:

(a)

a written notice of exercise addressed to the Corporate Secretary of the Corporation, specifying the number of Common Shares with respect to which the Option is being exercised;

(b)

a signed option agreement with respect to the Option being exercised;

(c)

a certified cheque or bank draft made payable to the Corporation for the aggregate exercise price for the number of Common Shares with respect to which the Option is being exercised, together with the amount necessary to satisfy any applicable tax withholding or remittance obligations under applicable Laws; and

(d)

documents containing such representations, warranties, agreements and undertakings, including such as to the Optionee's future dealings in such Common Shares, as counsel to the Corporation reasonably determines to be necessary or advisable in order to comply with or safeguard against the violation of the Laws of any jurisdiction;

and on the business day following, the Optionee shall be deemed to be a holder of record of the Common Shares with respect to which the Option is being exercised, and thereafter the Corporation shall, within a reasonable amount of time, cause certificates for such Common Shares to be issued and delivered to the Optionee.

ARTICLE 7
AMENDMENT OF OPTIONS

7.1

Consent to Amend

The Board may amend any Option with the consent of the affected Optionee and the Exchange, including any shareholder approval required by the Exchange.  For greater certainty, Disinterested Shareholder Approval is required for any reduction in the exercise price of an Option if the Optionee is an Insider at the time of the proposed amendment.

7.2

Amendment Subject to Approval

If the amendment of an Option requires regulatory or shareholder approval, such amendment may be made prior to such approvals being given, but no such amended Options may be exercised unless and until such approvals are given.

ARTICLE 8

MISCELLANEOUS

8.1

No Rights as Shareholder

Nothing in this Plan or any Option shall confer upon an Optionee any rights as a shareholder of the Corporation with respect to any of the Common Shares underlying an Option unless and until such Optionee shall have become the holder of such Common Shares upon exercise of such Option in accordance with the terms of the Plan.

8.2

No Right to Employment

Nothing in this Plan or any Option shall confer upon an Optionee any right to continue in the employ of the Corporation or any Affiliate or affect in any way the right of the Corporation or any Affiliate to terminate the Optionee's employment, with or without cause, at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Affiliate to extend the employment of any Optionee beyond the time which the Optionee would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or any Affiliate, or beyond the time at which he would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Affiliate.

8.3

Governing Law

This Plan, all option agreements, the grant and exercise of Options hereunder, and the sale, issue and delivery of Common Shares hereunder upon exercise of Options shall be, as applicable, governed by and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein.  The Courts of the Province of British Columbia shall have the exclusive jurisdiction to hear and decide any disputes or other matters arising herefrom.

EX-99.2

FRAMEWORK AGREEMENT

This framework agreement (the “Agreement”) is entered into

BY AND AMONG

I.

R2 ENERGY LTD. (“R2 Energy”), a corporation duly incorporated and existing under the laws of Alberta (Canada), with registered address at 3700, 400 -3rd Avenue, T2p 4H2 Calgary (Alberta), Canada, registered with the Registrar of Corporations for the Province of Alberta (Canada), and holding Spanish tax identification number (N.I.F.) N-4041381-G.

R2 Energy is duly represented by Mr. Craig Allan Steinke, of legal age and Canadian nationality, married, domicile at 15567 Marine Drive, White Rock (British Columbia), Canada, and passport number WF459235, currently in force, who acts in his capacity as Chief Executive Officer.

II.

SA MINERA CATALANO - ARAGONESA (“SAMCA”), a company with registered office in Ariño (Teruel), at Calle Carretera nº 18, registered with the Commercial Registry of Teruel, and holding Spanish tax identification number (C.I.F.) A-44000230.

SAMCA is duly represented by Mr. Ángel Luengo Martínez, of legal age and Spanish nationality, married, with Spanish national identification card (D.N.I.) number 17224437J and domicile in Tudela (Navarra, Spain) Plaza Sancho el Fuerte nº 11, who acts in his capacity as joint and several Chief Executive Officer.

R2 Energy and SAMCA are collectively referred to herein as the “Parties” and each individually as a “Party”.

RECITALS

I.

Whereas R2 Energy is the legal owner of the entire share capital of MONTERO ENERGY CORPORATION, S.L. SOCIEDAD UNIPERSONAL (“Montero”), which is divided into 300 ordinary shares (participaciones sociales) with a face value of € 10 each, numbered from number 1 to number 300, both inclusive, fully subscribed for and paid in (the “Current Shares”).

II.

Whereas SAMCA is a Spanish company (sociedad anónima) incorporated pursuant to a public deed granted in the presence of the Notary Public of Barcelona on 1919, with the number 720 of his public records, registered with the Commercial Registry of Teruel, with registered office in Ariño (Teruel), at Calle Carretera nº 18 (Spain), and holding tax identification number (C.I.F.) A-44000230.

III.

Whereas Montero’s balance sheet as of 31 March 2014 is attached hereto as Schedule I (the “Balance Sheet”). Pursuant to the Balance Sheet:

(a)

share capital amounts to 3,000.00 euros;

(b)

accumulated losses amount to 1,341,263.83 euros;

(c)

net equity amounts to -1,338,263.83 euros; and

(d)

total outstanding debts of Montero vis-à-vis R2 Energy amount to 1,847,340.00 euros incurred as of 31 December 2013 (the “R2-Montero Credit”), plus an additional 4,461.00 euros incurred during 2014.

IV.

Whereas SAMCA has been under negotiations to acquire the Lora Concession (as this term is defined below) and the relevant real estate and other assets used to exploit the Lora Concession’s oil fields located in Ayoluengo (Burgos) (jointly, the “Ayoluengo Field Assets”).

For the purposes of this Agreement the “Lora Concession” means the “Lora” administrative concession for the exploitation of liquid and gas hydrocarbons originally granted to Compañía Arrendataria del Monopolio de Petroleos, S.A., California Oil Company of Spain and Texaco (Spain) Inc. by Decree 3311/1966, dated 29 December, and published in the Spanish Official Gazette (Boletín Oficial del Estado) on 31 January 1967.

Both parties acknowledge that, pursuant to a press release published, it seems that the owner of the Lora Concession and another company have reached an agreement regarding the sale of the Ayoluengo Field Assets.

V.

Whereas R2 Energy is interested in acquiring an interest in the Ayoluengo Field Assets in the event that SAMCA acquires the Ayoluengo Field Assets.

VI.

Whereas SAMCA, pursuant to the terms and subject to the conditions set forth in this Agreement, desires to acquire a stake in the share capital of Montero by means of subscribing newly issued shares in a future share capital increase.

Now, therefore, the Parties agree to enter into this Agreement pursuant to the following

CLAUSES

1.

PURPOSE

The purpose (objeto) of this Agreement is to set forth the terms and conditions pursuant to which (i) SAMCA is going to subscribe and acquire the New Shares (as this term is defined in Clause 3 below), and (ii) certain other agreements reached by the Parties in respect of the transaction.

2.

FINANCIAL SITUATION OF MONTERO

R2 Energy will be responsible of the financial situation of MONTERO as it appears in the Balance sheet (attached as Anex I) and, consequently, shall be liable vis-à-vis SAMCA for any hidden liabilities that are not recorded in the Balance Sheet, at their book value.

Furthermore, R2 Energy shall, from 31 March 2014 until the date when SAMCA subscribes the New Shares (the “Interim Period”), use its reasonable efforts to (i) cause Montero to conduct its business in the ordinary course of business; and (ii) procure that during the Interim Period Montero does carry out any action (other than those regulated under this Agreement) that may have a material impact in the view of the assets and financial situation of Montero that is reflected in the Balance Sheet.

3.

UNDERTAKINGS BY THE PARTIES

3.1

Corporate Restructuration

Prior to SAMCA subscribing the New Shares, R2 Energy is going to (whether directly in its condition as sole shareholder of Montero or indirectly by instructing the sole director of Montero to carry the necessary actions in the name and on behalf of Montero) carry out the share capital increase and share capital decrease described in sections 2.1.1, 2.1.2 and 2.1.3. of this Clause, respectively (jointly referred to as the “Corporate Restructuration”).

3.1.1

Partial capitalisation of the R2-Montero Credit

In accordance with article 301 of the Spanish Law on Commercial Companies (Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital) (“LSC”), Montero shall increase its share capital by virtue of the capitalisation of the R2-Montero Credit, in the amount of 1.312.780 euros, by means of the issuance of 131.278 new ordinary shares of the Company, with a par value of 10 euros, numbered from number 301 to number 131.578, of the same class and series and conferring the same rights as the Current Shares.

3.1.2

Share capital reduction to off-set losses and simultaneous share capital increase by means of the capitalisation the amount that remains outstanding of the R2-Montero Credit and cash contributions by SAMCA in order to subscribe the New Shares

In accordance with articles 320 et seq. and 343 et seq. of the LSC, Montero shall:

(A)

Reduce its share capital to cero in order to off-set the accumulated losses up to 31 December 2013 in the amount of 1.315.780 euros, by means of the cancellation of 131.578 shares from number 1 to number 131.578 both included; and, simultaneously

(B)

Increase its share capital in the aggregate amount of 1,336,400 euros that shall be divided in two tranches:

(i)

A first tranche in the amount of 534,560 euros by virtue of the capitalisation of the amount that remains outstanding of the R2-Montero Credit, by means of the issuance of 53,456 new ordinary shares of the Company, with a par value of 10 euros, numbered from number 1 to number number 53.456, all of the same class and series and conferring the same rights and conferring the same rights as the Current Shares; and

(ii)

A second tranche in the amount of 801,840 euros, by means of the issuance of 80,184 new ordinary shares of the Company, with a par value of 10 euros and with a share premium of 298.160 euros, numbered from 53.457 to 133.640, of the same class and series and conferring the same rights as the Current Shares (the “New Shares”).

With respect to the second tranche of the share capital increase described in the preceding paragraph:

(a)

R2 Energy shall waive its pre-emption right over the New Shares; and

(b)

SAMCA shall (a) subscribe all the New Shares, and (b) contribute 1.100.000,00 euros in cash to Montero in order to pay for the New Shares.

After the aforementioned share capital increase is executed, the resulting share capital of Montero (the “Resulting Share Capital”) would amount to 1.336.400 euros which would be divided into 133.640 ordinary shares with a face value of € 10 each, numbered from 1 to 133.640, both inclusive, fully subscribed for and paid in.

The Resulting Share Capital would be owned by the Parties according to the following distribution:

Party	Number of shares	Stake in Montero (percentage)
R2 Energy	1 – 53.456	40%
SAMCA	53.457 to 133.640	60%
TOTAL	133.640	100%

Furthermore, after the share capitalisation of the amount that remains outstanding of the R2-Montero Credit, the R2-Montero Credit will be cancelled

4.

EXECUTION OF THE SHAREHOLDERS AGREEMENT

Upon the subscription of the New Shares by SAMCA the Parties are going to execute a shareholders agreement.

5.

THE AYOLUENGO FIELD ASSETS

In the event that SAMCA reaches an agreement for the acquisition and development of the Ayoluengo Field Assets, which are currently owned by the Company Petrolífera de Sedano, S.L., the Parties undertake to make their best efforts to cause R2 Energy to acquire a 40% interest in the Ayoluengo Field Assets, in equivalent terms and conditions to those of the acquisition of the Ayoluengo Field Assets by SAMCA and having R2 Energy a reasonable time to obtain the financing (whether in the form of equity or debt) that it may require for such purposes.

For clarification purposes, the Parties agree that R2 Energy may hold its 40% interest in the Ayoluengo Field Assets directly or indirectly through its stake in the share capital of Montero (in the event that the Ayoluengo Field Assets are contributed to Montero).

6.

GENERAL

6.1

Confidentiality

Without limitation to the second paragraph of Clause 5.8, the terms and conditions set forth in this Agreement and any information delivered by one Party to any other Party in connection with this Agreement that is either identified by the disclosing Party before its disclosure to the receiving Party as being confidential or that would be understood by the Parties, exercising reasonable business judgment, to be confidential (the “Confidential Information”) shall be kept strictly confidential by the receiving Party.

Each Party agrees to limit the distribution of the Confidential Information received (including this Agreement) to those of its directors, officers, employees, agents, professional advisors and auditors as far as such distribution is necessary for the completion, enforcement and performance of this Agreement and for audit, accounting or internal compliance purposes of each Party.

Notwithstanding the foregoing, a Party may disclose Confidential Information if and to the extent that: (i) such disclosure is required by any applicable Laws, administrative or judicial order, or by the rules or regulations of any stock exchange or other regulatory body to which such Party is subject; (ii) such disclosure is required to complete any actions, perform any obligations or enforce any rights set forth hereunder or (iii) the disclosed Confidential Information became part of the public domain through no fault of the Party making the disclosure.

6.2

Assignment

This Agreement and the rights and obligations hereunder shall not be assignable, delegable or otherwise transferable by any Party without the prior written consent of the other Party. Any attempted assignment in violation of this Clause 5.2 shall be null and void.

6.3

Amendments

This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed by R2 Energy and SAMCA.

6.4

Waivers

No waiver of any provision of, or consent or approval required by, this Agreement, nor any consent to or approval of any departure here from, shall be effective unless it is in writing and signed by the Party against whom enforcement of any such waiver, consent or approval is sought. Such waiver, consent or approval shall be effective only in the specific instance and for the purpose for which given. Neither the failure of any Party to enforce, nor the delay by any Party in enforcing, any condition, provision or part of this Agreement at any time shall be construed as (i) a waiver of that condition, provision or part or (ii) a forfeiture of any rights to future enforcement thereof.

6.5

Notices

6.5.1

Form

All notices, requests, demands and other communications that are required or may be given pursuant to the terms of this Agreement shall be in the English or Spanish language and in written or electronic form, and shall, when addressed to a Party at the applicable address set forth in Clause 5.5.2 below (or at such other address as a Party may designate in accordance with this Clause upon ten days’ prior written notice to the other Parties) and shall expressly and conspicuously make reference to this Agreement. Any such communication delivered by facsimile or other electronic transmission shall only be effective if such communication is also delivered by hand or deposited with a reputable courier maintaining records of receipt after its delivery by facsimile or other electronic transmission.

6.5.2

Addresses

The Parties have designated the following addresses for the receipt of notices:

(i)

If addressed to R2 Energy

-

Address: 15567 Marine Drive, White Rock, BC, Canada V4B 1C9

-

Attention: Craig Steinke

-

Fax: +1 604 536 3621

-

E-mail: craig@r2energy.ca

(ii)

If addressed to SAMCA:

-

Address: Pº de la Independencia nº 2º1, 3º

-

Attention to Javier del Pico Aznar

-

Fax: +34 976 23 87 03

-

E-mail: jdelpico@samca.com

6.6

Language

This Agreement has been drafted, negotiated and executed in the English language; provided, however, that Spanish terms used in this Agreement or English terms to which a Spanish translation has been included in a parenthetical or otherwise shall be interpreted throughout this Agreement with the meaning assigned to them in the Spanish language.

6.7

Severability

If any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired. In such instances, the Parties shall negotiate in good faith with a view to replacing any invalid, void or unenforceable provisions with terms which have as similar a commercial effect as reasonably possible to the invalid, void or unenforceable provisions.

6.8

Entire Agreement; Supremacy

This Agreement contains the entire agreement among the Parties with respect to the transactions contemplated hereby and supersedes all prior communications, agreements or understandings, whether written or oral, among the Parties with respect to the subject matter hereof.

The Parties acknowledge and agree that this Agreement shall prevail over any other document formalizing the transactions contemplated in this Agreement and, therefore, the Parties agree not to take any actions under those documents with a view to claiming or exercising any rights, or which result in a claim or exercise of rights, against any other Party that are not available to such Party under this Agreement.

6.9

Counterparts

This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of the Agreement.

7.

GOVERNING LAW AND JURISDICTION

7.1

Governing Law

This Agreement shall be governed by the common Laws of the Kingdom of Spain (legislación común española).

7.2

Arbitration

Any difference, disagreement, claim or dispute concerning the interpretation or compliance with this Agreement will be duly notified in advance in writing by either party to the other, and both parties will attempt to resolve it by mutual consent, but if no agreement has been reached a month after the notice was sent, it will be subject to and resolved exclusively and finally through arbitration at Law, which will be held in Madrid under the rules of the Arbitration Court of the Chamber of Commerce and Industry of Madrid, which is entrusted with the administration of arbitration and the appointment of arbitrators according to its Regulations. The language of arbitration will be Spanish and English indistinctly. Arbitration will replace any other action, and the final ruling will be definitive and binding upon the parties, and executable at any court that has jurisdiction for these purposes. The parties undertake to comply with the arbitration ruling.

8.

TERM

This Agreement shall enter into force on the date hereof and shall be deemed automatically terminated and left without any effect, without any further notice being required, in the event that the actions regulated in Clauses 3 and 4 have not been completed within the two months following the date hereof.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the Parties have entered into this Agreement in two (2) original counterparts as of the date in the place written in each case.

In Palm Springs (United States of America), on 4^th of April 2014

R2 ENERGY LTD.

By:

“Craig Allan Steinke”

_________________________________

Mr. Craig Allan Steinke

In Zaragoza (Spain) on 4^th of April 2014

SA MINERA CATALANO - ARAGONESA

By:

“Ángel Luengo Martínez”

______________________________________

Mr. Ángel Luengo Martínez

Schedule I

The Balance Sheet