STOCK OPTION AGREEMENT by High Plains Gas, Inc.

STOCK OPTION AGREEMENT

This STOCK OPTION AGREEMENT (“Agreement”) is dated as of November 18, 2011 (the “Effective Date”), by and between High Plains Gas, Inc., a Nevada corporation (the “Company”), and Ty Miller, an individual (“Holder”).

Recitals

WHEREAS, the Company proposes to issue to Holder an option to acquire up to 20,000,000 shares (the “Shares”) of the authorized and issued common stock of the Company (the “Common Stock”) in accordance with the terms of this Agreement; and

WHEREAS, in consideration of the promises and the mutual agreements herein set forth, the parties hereto agree as follows:

Agreement

SECTION 1.  Issuance of Option.  Upon execution of this Agreement, the Company hereby issues Holder an option to acquire 20,000,000 shares of the Company’s Common Stock at an exercise price equal to the volume weighted average price of the Company’s common stock for the twenty trading days prior to the date of the Purchase Agreement with Miller Fabrication L.L.C. and High Plains (but not less than $0.05 per share) (the Exercise Price”), subject to the terms of this Agreement (the “Option”).

SECTION 2.   Vesting of the Option.  Holder’s right to acquire the Shares shall vest 20% per year from the date of this agreement, with the first 20% vesting immediately upon issuance of this option.

Upon such exercise of the Option and payment of the Exercise Price (or exercise by cashless exercise) the Company shall cause to be issued and delivered promptly to Holder a certificate for the Shares issuable upon the exercise of the Option.

SECTION 3.   Expiration of Option.   Holder’s option rights to acquire the Shares shall expire on the earlier of (i) five (5) years following the Effective Date of this Agreement, (ii) immediately upon termination of the Holder’s employment or engagement with the Company if the termination is for “cause”, (iii) one year from the date of the death of the Holder, or (iv) 90 days following termination of the Holder’s employment or engagement with the Company so long as such termination is not for “cause”.

SECTION 4.   Mutilated or Missing Option Certificates.   In case the original of this Agreement shall be mutilated, lost, stolen or destroyed, the Company shall issue and deliver, in exchange and substitution for and upon cancellation of this Agreement, a new Option of like tenor and representing an equivalent right or interest.

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SECTION 5.   Reservation of Shares.   The Company will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock