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Exhibit 10.1
 AGENCY AGREEMENT
  th
   Agent Corporation Units Offering Common Share Warrant Warrant Share Warrant Term AMEX SEC Acceleration
Event th th th
 Offered Securities Registration Filing Deadline




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Agents Fee Compensation Options Compensation Units Warrant Warrant Share Compensation Right Compensation Option Certificates
 DEFINITIONS
  agreement means the agreement resulting from the acceptance hereof by the Corporation;Agreements means this agreement, the Subscription Agreements, the Registration Rights
Agreement, the Warrant Certificates, the Right Certificates and the Compensation Option
Certificates;Business Day means a day on which chartered banks are normally open for business in
Toronto, Ontario, excluding Saturday, Sunday or a statutory or civic holiday;Canadian Securities Laws means all applicable securities laws in each of the Offering
Provinces and the respective regulations made thereunder, together with applicable published
policy statements, rules and orders of the securities regulatory authorities in such
province;
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Closing means the completion of the issue and sale by the Corporation of the Offered
Securities and the purchase by the Purchasers of the Offered Securities pursuant to this
agreement, which may, at the option of the Agent, occur on one or more separate occasions,
each of which occasion shall be a Closing for the purposes of this agreement;Closing Date means September 9, 2005 or such other date or dates as the Corporation and
the Agent may agree upon in writing;Closing Time means 10:00 a.m. (Toronto time) on the Closing Date or such other time on the
Closing Date as the Corporation and the Agent may agree;Corporations Information Record means all press releases, material change reports, annual
and interim financial statements and related managements discussion and analysis, technical
reports, annual information forms, proxy circulars and other documents which have been filed
by or on behalf of the Corporation with the Canadian securities regulatory authorities and
the SEC;Financial Statements means the audited consolidated balance sheets of the Corporation as
at December 31, 2004, December 31, 2003 and December 31, 2002, the audited consolidated
statements of operations, changes in stockholders equity and cash flows of the Corporation
for the years ended December 31, 2004, December 31, 2003 and December 31, 2002, the
unaudited consolidated balance sheets of the Corporation as at June 30, 2005 and June 30,
2004, and the unaudited consolidated statements of operations, changes in stockholders
equity and cash flows of the Corporation for the six months ended June 30, 2005 and June 30,
2004, together with the notes thereto;GeoGlobal Barbados means GeoGlobal Resources (Barbados) Inc., a corporation constituted
under the laws of Barbados and an indirect wholly-owned subsidiary of the Corporation;GeoGlobal Canada means GeoGlobal Resources (Canada) Inc., a corporation incorporated under
the laws of the Province of Alberta and a wholly-owned subsidiary of the Corporation;GeoGlobal India means GeoGlobal Resources (India) Inc., a corporation constituted under
the laws of Barbados and a wholly-owned subsidiary of the Corporation;misrepresentation, material fact, material change and distribution have the
respective meanings ascribed thereto in the Securities Act(Ontario), except as otherwise
expressly provided herein;Offering Provinces means the Provinces of Ontario, Alberta and British Columbia and such
other provinces of Canada agreed to by the Agent and the Corporation;Purchasers means the persons who acquire Offered Securities from the Corporation by
executing Subscription Agreements accepted by the Corporation, and permitted assignees or
transferees of such persons from time to time;
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Registration Rights Agreement means the agreement to be entered into between the
Corporation and the Agent on or before the Closing Date pursuant to which the Corporation
shall grant certain registration rights to the Purchasers in respect of the Underlying
Shares;Registration Statement means a registration statement with respect to the resale of the
Underlying Shares prepared in the appropriate form as prescribed by the SEC;Regulation S means Regulation S adopted by the SEC under the U.S. Securities Act;Right Certificates means the certificates evidencing the Rights to be executed by the
Corporation, in form and substance satisfactory to the Corporation and the Agent;Subscription Agreement means a subscription agreement executed by a Purchaser and accepted
by the Corporation in the form agreed upon by the Agent and the Corporation;Subsidiaries means GeoGlobal Barbados, GeoGlobal Canada and GeoGlobal India, being all of
the subsidiaries (as defined in the Business Corporations Act(Ontario)) of the Corporation;Underlying Shares means, collectively, the Common Shares forming part of the Units, the
Warrant Shares and the Common Shares forming part of the Compensation Units and, in the
event that the Corporation fails to file the Registration Statement by the Registration
Filing Deadline, Underlying Shares includes the Common Shares forming part of the Rights
Units and the Common Shares issuable upon exercise of the Warrants forming part of the
Rights Units and, for the purposes of clarity, includes any additional Common Shares
issuable to the Agent as a result of the exercise of Compensation Options granted pursuant
to the Compensation Rights and Common Shares issuable pursuant to the exercise of Warrants
issued pursuant to the exercise of such Compensation Options;U.S. Exchange Act means the United States Securities Exchange Act of 1934, as amended;U.S. Person means a U.S. Person as that term is defined in Regulations S;U.S. Securities Actmeans the United States Securities Act of 1933, as amended; andWarrant Certificates means the certificates evidencing the Warrants to be executed by the
Corporation, in form and substance satisfactory to the Corporation and the Agent.
 INTERPRETATION
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vice versa
 TERMS AND CONDITIONS
 1.
    
    Sale on Exempt Basis.The Agent shall:
 (a)
    
    offer for sale and sell the Offered Securities in Canada only in the Offering
Provinces in compliance with all applicable Canadian Securities Laws and pursuant to
Regulation S or outside of Canada and the United States in compliance with applicable
laws and pursuant to Regulation S; provided that any offer or sale in any jurisdiction
other than an Offering Province shall be effected in a manner exempt from the
applicable prospectus or registration requirements under the securities legislation of
the jurisdiction in which such Purchaser resides, and provided further that all of the
forgoing shall be conducted in accordance with Schedule A hereto;(b)
    
    offer for sale and sell the Offered Securities only to such Purchasers and in
such manner so that, pursuant to the provisions of Canadian Securities Laws, no
prospectus or offering memorandum need be filed or delivered in connection therewith;(c)
    
    not offer for sale or sell the Offered Securities in any jurisdiction where the
Corporation may be subject to liability in connection with the sale of the Offered
Securities which is materially more onerous than the liability to which it may be
subject under Canadian Securities Laws; and(d)
    
    obtain from each Purchaser an executed Subscription Agreement subject to
acceptance by the Corporation.
  2.
    
    Filings.The Corporation undertakes to file or cause to be filed all forms or undertakings
required to be filed by the Corporation and the Purchasers, respectively, in connection with
the purchase and sale of the Offered Securities so that the distribution of the Offered
Securities may lawfully occur without the necessity of filing a prospectus or an offering
memorandum in the Offering Provinces or elsewhere, and the Agent undertakes to use its
reasonable best efforts to cause Purchasers to complete and file, if required, any forms or
undertakings required by the Canadian Securities Laws or any other applicable securities laws.
All such filings shall be made by the Corporation on behalf of the party legally responsible
to file the same and all fees payable in connection with such filings shall be at the sole
expense of the Corporation.3.
    
    No Offering Memorandum.Neither the Corporation nor the Agent shall (i) provide to
prospective purchasers an offering memorandum within the meaning of Canadian Securities Laws;
or (ii) cause the sale of the Offered Securities to be advertised in printed public media of
general and regular paid circulation, radio, television or
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telecommunications, including electronic display and the internet. The Corporation
represents and warrants that the documents made available to the Agent for distribution to
prospective purchasers in connection with the offering and sale of the Offered Securities
are the Subscription Agreement, the term sheet and publicly filed documents and such
documents do not constitute an offering memorandum under Canadian Securities Laws. The Agent
represents and warrants that it shall only distribute to prospective purchasers the
Subscription Agreement, the term sheet and publicly filed documents. The Agent further
represents and warrants that it shall offer for sale and sell the Offered Securities only in
those jurisdictions contemplated in subsection 1(a) and not elsewhere, without the express
consent of the Corporation.4.
    
    Covenants of the Corporation
 (a)
    
    The Corporation hereby covenants with the Agent and the Purchasers that:
 (i)
    
    the Corporation will use its best efforts at all times for the
period of twenty-four (24) months from the Closing Date to remain a reporting
issuer in all such provinces where it is presently a reporting issuer, or has
similar status, not in default of any requirements of the Canadian Securities
Laws applicable in such provinces;(ii)
    
    the Corporation will use its best efforts to have the
Underlying Shares listed on AMEX and to maintain the listing of the Common
Shares on AMEX at all times until at least twenty-four (24) months from the
Closing Date;(iii)
    
    as promptly as practicable after the Closing Date, the
Corporation will file the Registration Statement with the SEC and thereafter
use its best efforts to have the Registration Statement declared effective by
the SEC;(iv)
    
    during the period of 180 days following the Closing Date, the
Corporation will not issue or announce the issuance of any Common Shares or any
securities convertible into Common Shares, without the prior consent of the
Agent, acting reasonably, other than:
 (a)
    
    options granted pursuant to any of the
Corporations stock option plans or stock purchase plans;(b)
    
    any Common Shares issued pursuant to the
exercise of any options granted pursuant to such stock option or stock
purchase plans; or(c)
    
    pursuant to non-brokered private placement
transactions contemplated to be completed simultaneously with the
closing of the Offering, provided such transactions comply with the
paragraph (v) below;
 (v)
    
    none of the Corporation, its subsidiaries, any of their
affiliates, or any person acting on their behalf has, directly or indirectly,
made any offers or
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sales of any security or solicited any offers to buy any security, under
circumstances that would require registration of any of the Offered
Securities under the U.S. Securities Act or cause this offering of the
Offered Securities to be integrated with prior or concurrent offerings by
the Corporation for purposes of the U.S. Securities Act or any applicable
shareholder approval provisions, including, without limitation, under the
rules and regulations of any exchange or automated quotation system on which
any of the securities of the Corporation are listed or designated. None of
the Corporation, its subsidiaries, their affiliates and any person acting on
their behalf will take any action or steps referred to in the preceding
sentence that would require registration of any of the Offered Securities
under the U.S. Securities Act or cause the offering of the Offered
Securities to be integrated with other offerings;(vi)
    
    the Corporation will take all steps necessary to: (A)
authorize the execution and delivery of the Agreements; (B) authorize the issue
of the Underlying Shares and ensure that sufficient unreserved Common Shares
are available for the issuance of the Underlying Shares; (C) authorize the
creation of the Warrants, the Rights, the Compensation Options and the
Compensation Rights; and (D) ensure that the Underlying Shares are or will be
upon their issue listed and posted for trading on AMEX or any other stock
exchange on which the Common Shares are listed for trading from time to time;(vii)
    
    the Corporation will fulfill all legal requirements applicable
to it to permit the offering and sale of the Offered Securities including,
without limitation, compliance with all Canadian Securities Laws, to enable the
Offered Securities to be offered for sale and sold to Purchasers without the
necessity of filing a prospectus or registration statement in the Offering
Provinces or in any other jurisdiction;(viii)
    
    the Corporation will at all times prior to the Closing Date allow the Agent
and its representatives to conduct all due diligence which the Agent may
reasonably require and will use its best efforts to make available the
Corporations senior management, counsel, auditors, independent engineers and
other applicable experts to answer any questions which the Agent (or another
syndicate member) has or may have, including, without limiting the generality
of the foregoing, any questions posed at one or more due diligence sessions to
be held prior to the Closing Time, for which the Agent (or its counsel) shall
distribute in advance a list of written questions to be answered thereat and to
which the Corporation shall provide written responses, at or prior to each
session, and the Corporation shall use its reasonable best efforts to have
written responses provided at or prior to each session by its outside
consultants, auditors, independent engineers and other experts who have been
asked by the Agent (or another syndicate member) or its counsel to attend
thereat to respond to questions;
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(ix)
    
    the Corporation will use its best efforts to fulfill, at or
prior to the Closing Date, each of the conditions set out in Section 8;(x)
    
    the Corporation will use the net proceeds derived from the
issue and sale of the Offered Securities for: (A) exploration, drilling and
development of the exploration blocks known as CB-ONN-2002/2, CB-ONN-2002/3,
DS-ONN-2003/1 and CB-ONN-2003/2 and all other exploration blocks as required in
India; and (B) general corporate purposes;(xi)
    
    the Corporation will use its best efforts to obtain the
necessary regulatory consents from the securities regulatory authorities in
each of the Offering Provinces in respect of the transactions contemplated by
this agreement, on such terms as are mutually acceptable to the Agent and the
Corporation, acting reasonably; and(xii)
    
    the Corporation will forthwith after the Closing file such
documents as may be required under the Canadian Securities Laws relating to the
Offering which, without limiting the generality of the foregoing, shall include
a Form 45-501F1 as prescribed by the Securities Act (Ontario) and the
equivalent in each of the other Offering Provinces.
 5.
    
    Material Changes.If at any time after the date hereof until Closing there occurs any
material change or material changes (actual, proposed or prospective) in the business,
affairs, operations, assets, liabilities, capital or prospects of the Corporation considered
as a whole, the Corporation shall:
 (a)
    
    promptly notify the Agent, in writing, providing full particulars of any such
change; and(b)
    
    file or cause to be filed with promptness, and in any event within any
statutory limitation period therefor, any document required to be filed with any
regulatory body having jurisdiction and comply with all requirements of any applicable
securities legislation of such jurisdiction.
  6.
    
    Representations and Warranties.The Corporation represents and warrants to the Agent and the
Purchasers, and acknowledges that the Agent and the Purchasers are each relying upon such
representations and warranties in entering into this agreement and the Subscription Agreements
or purchasing Offered Securities, as the case may be, that:
 (a)
    
    each of the Corporation and the Subsidiaries has been duly incorporated and
organized and is validly existing under the laws of the jurisdiction of its
incorporation and has all requisite corporate capacity, power and authority to carry on
its business as now conducted by it and as is presently proposed to be conducted by it
and to own, lease and operate its assets;
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(b)
    
    the Subsidiaries are the sole subsidiaries of the Corporation and the
Corporation is the registered and beneficial owner of all of the issued and outstanding
securities of each Subsidiary, free and clear of all mortgages, liens, charges,
pledges, encumbrances, security interests, adverse claims or demands of any kind
whatsoever, except as is set out in Schedule 6(b), and neither the Corporation nor
any of its Subsidiaries is a party to nor has it granted any agreement, warrant, option
or right or privilege capable of becoming an agreement, for the purchase, subscription
or issuance of any securities of any Subsidiary;(c)
    
    each of the Corporation and the Subsidiaries is duly qualified to carry on
business under the laws of the jurisdiction in which it carries on its business or
proposes to carry on business and is in good standing in each of such jurisdictions;(d)
    
    each of the Corporation and the Subsidiaries holds all material licences,
registrations, permits, consents or qualifications required in order to enable its
business to be carried on as now conducted or as proposed to be conducted, and all such
licences, certificates, registrations, permits, consents and qualifications are valid
and subsisting and in good standing and neither the Corporation nor any Subsidiary has
received any notice of proceedings related to the revocation or modification of any
such licence, registration, permit, consent or qualification;(e)
    
    each of the Corporation and the Subsidiaries has conducted and is conducting
its business in material compliance with all applicable laws, by-laws, rules and
regulations of each jurisdiction in which that business is carried on and the
Corporation is not aware of any fact or circumstance that would reasonably be expected
to have a material adverse effect upon the condition, financial or otherwise, or the
earnings, business affairs or business prospects of the Corporation on a consolidated
basis;(f)
    
    no consent, approval, permit, authorization, order of or filing with any court
or governmental agency or body is required by the Corporation for the execution and
delivery of and the performance by the Corporation of its obligations under this
agreement, except as may be required under the Canadian Securities Laws, the U.S.
Securities Act and applicable state securities laws and the rules of AMEX, all of which
have been or will be obtained or filed, as the case may be, in a timely manner in
accordance with such laws and rules;(g)
    
    none of the execution and delivery of the Agreements, the performance by the
Corporation of its obligations thereunder, the issuance and sale of the Offered
Securities hereunder, the issuance of the Warrants, the issuance of the Compensation
Options and the Compensation Rights to the Agent, or the issuance of the Underlying
Shares will: (A) conflict with or result in a breach of or create a state of facts
which, after notice or lapse of time or both, will result in a breach of (i) any
statute, rule or regulation applicable to the Corporation; (ii) Canadian Securities
Laws; (iii) the constating documents, by-laws or resolutions of the directors (or any
committee thereof) or shareholders of the Corporation or any of the Subsidiaries which
are in effect at the date hereof, (iv) any mortgage, note,
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indenture, contract, agreement, instrument, lease or other document to which the
Corporation or any Subsidiary is a party or by which it is bound; or (v) any
judgement, decree or order binding the Corporation or any of the Subsidiaries or
their respective properties or assets; (B) require the consent, approval,
authorization, registration or qualification of or with any governmental authority,
stock exchange, securities association or other third party, except: (i) such as
have been obtained; or (ii) such as may be required (and shall be obtained prior to
the Closing Time) under Canadian Securities Laws; or (C) give rise to any lien,
charge or claim in or with respect to the properties or assets of the Corporation or
any of its Subsidiaries or the acceleration of or the maturity of any debt under any
indenture, mortgage, lease, agreement or instrument binding or affecting the
Corporation or any of the Subsidiaries or any of their respective properties or
assets;(h)
    
    the Financial Statements:
 (i)
    
    have been prepared in accordance with United States generally
accepted accounting principles applied on a basis consistent with those of
preceding fiscal periods;(ii)
    
    present fully, fairly and correctly the consolidated assets,
liabilities and financial condition of the Corporation as at the dates at which
they were prepared and the consolidated results of its operations, changes in
stockholders equity and cash flows for the periods then ended;(iii)
    
    are in accordance with the consolidated books and records of
the Corporation; and(iv)
    
    contain and reflect all necessary adjustments for the fair
presentation on a consolidated basis of the results of its operations, changes
in stockholders equity and cash flows for the periods covered thereby,
  (i)
    
    the Corporation and each of the Subsidiaries has filed all necessary tax
returns and notices and has paid all applicable taxes of whatever nature for all tax
years to the date hereof to the extent such taxes have become due or have been alleged
to be due and the Corporation is not aware of any tax deficiencies or interest or
penalties accrued or accruing, or alleged to be accrued or accruing, thereon with
respect to the Corporation or any of the Subsidiaries where, in any of the above cases,
it would reasonably be expected to result in any material adverse change in
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the condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Corporation on a consolidated basis;
 (j)
    
    the Corporation is, and will at the Closing Time be, a reporting issuer in good
standing under the securities laws of the Provinces of Ontario, Alberta, British
Columbia and Quebec and has a class of equity securities registered pursuant to Section
12(b) of the U.S. Exchange Act and, pursuant thereto, is obligated to file periodic and
other reports and schedules with the SEC and is current in, and will at the Closing
Time be current in, filing all such periodic reports and schedules and the Corporation
has complied with its obligations under Canadian Securities Laws to make timely
disclosure of all material changes relating to it and no such disclosure has been made
on a confidential basis and there is no material change relating to the Corporation
which has occurred and with respect to which the requisite material change report has
not been filed under Canadian Securities Laws;(k)
    
    the Corporation has taken no action designed to, or reasonably likely to have
the effect of, terminating the registration of the Common Shares under the U.S.
Exchange Act nor has the Corporation received any notification that the SEC is
contemplating terminating such registration;(l)
    
    no portion of the Corporations Information Record contained an untrue
statement of a material fact or omitted to state a material fact necessary in order to
make the statements made, in the light of the circumstances under which they were made,
not misleading, as at its date of filing;(m)
    
    the authorized capital of the Corporation consists of 100,000,000 Common Shares
and 1,000,000 Preferred Shares, of which as at September 7, 2005 58,297,855 Common
Shares and no preferred shares are issued and outstanding as fully paid and
non-assessable shares of the Corporation;(n)
    
    Computershare Trust Company of Canada at its principal offices in the City of
Calgary, Alberta, has been duly appointed as the registrar and transfer agent for the
Common Shares;(o)
    
    the Common Shares are listed and posted for trading on AMEX and no order
ceasing or suspending trading in any securities of the Corporation or prohibiting the
issue and sale of securities by the Corporation has been issued and, to the best of the
Corporations knowledge, no proceedings for such purpose have been instituted or are
pending, contemplated or threatened;(p)
    
    the attributes of the Offered Securities, the Warrants, the Compensation
Options and the Compensation Rights, and of all securities forming part thereof or
issuable upon exercise thereof shall conform in all material respects with the
description thereof in this agreement and the Subscription Agreements;(q)
    
    each of the form of certificate representing the Common Shares, the Warrant
Certificate, the Right Certificate and the Compensation Option Certificate has
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been duly approved by the directors of the Corporation, does not conflict with the
constating documents of the Corporation and, to the extent applicable, is in proper
form under the laws of the State of Delaware and complies with the rules of AMEX;
 (r)
    
    the Corporation is not a party to nor has it granted any agreement, warrant,
option or right or privilege capable of becoming an agreement, for the purchase,
subscription or issuance of any Common Shares or securities convertible into or
exchangeable for Common Shares other than pursuant to the Offering and except pursuant
to existing outstanding options, rights, warrants, convertible securities and
obligations as set out in Schedule 6(r) hereto and pursuant to options granted to
officers, employees, directors and consultants of the Corporation pursuant to existing
stock option plans and as permitted by AMEX;(s)
    
    each of the Agreements has been, is or will be upon execution thereof, duly
authorized, executed and delivered by the Corporation and constitutes, or will
constitute when executed, a legal, valid and binding obligation of the Corporation
enforceable against the Corporation in accordance with its terms except that: (i) the
enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting
the enforcement of creditors rights generally, (ii) rights of indemnity, contribution
and waiver of contribution thereunder may be limited under applicable law and (iii)
equitable remedies, including, without limitation, specific performance and injunctive
relief, may be granted only in the discretion of a court of competent jurisdiction;(t)
    
    other than the Agent, there is no person, firm or company acting or purporting
to act at the request of the Corporation, who is entitled to any brokerage, agency,
finders or similar fee in connection with the transactions contemplated herein;(u)
    
    the Corporation has not, directly or indirectly, declared or paid any dividend
or declared or made any other distribution on any of its shares or securities of any
class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its
            shares or securities or agreed to do any of the foregoing;(v)
    
    there is not, in the articles or by-laws of the Corporation or in any
agreement, mortgage, note, debenture, indenture or other instrument or document to
which the Corporation is a party, any restriction upon or impediment to the declaration
or payment of dividends by the directors of the Corporation, the payment of dividends
by the Corporation to the holders of its Common Shares or the carrying on of business
as currently contemplated;(w)
    
    the Corporation has not withheld, and will not withhold from the Agent at any
time during the distribution of the Offered Securities any facts relating to the
Corporation or any Subsidiary including, without limitation, facts relating to any
threatened or pending legal, regulatory or administrative proceeding, or to the
Offering that would be material to a prospective purchaser of the Offered Securities;
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(x)
    
    at the Closing Time, all necessary corporate action will have been taken by the
Corporation to (i) create the Warrants, the Rights, the Compensation Options and the
Compensation Rights, (ii) authorize the Corporation to enter into the Agreements, and
(iii) allot and authorize the issuance of the Underlying Shares which, when issued in
the case of the Common Shares comprising part of the Units, and when issued in
accordance with their terms in the case of the other Underlying Shares, will be issued
as fully paid and non-assessable shares;(y)
    
    there is no action, suit, proceeding, investigation or inquiry outstanding,
pending or, to the best of the knowledge, information and belief of the Corporation,
threatened against or affecting the Corporation or any Subsidiary or any of their
respective properties or assets, at law or in equity or before or by any federal,
provincial, state, municipal or other governmental or regulatory department,
commission, agency or board, domestic or foreign, which would reasonably be expected to
have a material adverse effect on the condition (financial or otherwise) of the
business, properties, assets, capital, net worth or results of operations of the
Corporation on a consolidated basis;(z)
    
    except as set forth on Schedule 6(z), none of the current or former directors
or officers of the Corporation or the Subsidiary or any associate or affiliate of any
of the foregoing had, has or intends to have any material interest, direct or indirect,
in the transactions contemplated by this agreement, in any material transaction or in
any proposed material transaction with the Corporation or any of its Subsidiaries
which, as the case may be, materially affects, is material to or will materially affect
the Corporation or any Subsidiary;(aa)
    
    each of the Corporation and the Subsidiaries is in compliance in all material
respects with all terms and provisions of all contracts, agreements, indentures,
mortgages, deeds of trust, bank loans, credit agreements, leases, policies, instruments
and licences in connection with the conduct of its business and all such contracts,
agreements, indentures, mortgages, deeds of trust, bank loans, credit agreements,
leases, policies, instruments and licences are valid and binding in accordance with
their terms and in full force and effect, and no breach or default by the Corporation
or any Subsidiary or event which, with notice or lapse of time or both, could
constitute a material breach or material default by the Corporation or any Subsidiary
exists with respect thereto;(bb)
    
    except as disclosed in the Financial Statements, each of the Corporation and
the Subsidiaries has all of the right, title and interest in and to its property
interests, free and clear of all mortgages, liens, charges, pledges, encumbrances,
claims, security interests or demands of any kind whatsoever, except as set forth on
Schedule 6(bb);(cc)
    
    since December 31, 2004, other than as disclosed in the Corporations
Information Record:
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(i)
    
    there has not been any material adverse change in the assets,
liabilities or obligations (absolute, accrued, contingent or otherwise) of the
Corporation on a consolidated basis;(ii)
    
    there has not been any material change in the capital stock or
long-term debt of the Corporation on a consolidated basis;(iii)
    
    there has not been any material adverse change in the
business, business prospects, conditions (financial or otherwise) or results of
the operations of the Corporation on a consolidated basis; and(iv)
    
    each of the Corporation and the Subsidiaries has carried on
business in the ordinary course;
 (dd)
    
    except as disclosed in the Financial Statements, neither the Corporation nor
any of the Subsidiaries has any liabilities, direct or indirect, contingent or
otherwise, which materially adversely affects the Corporation or any of the
Subsidiaries or would reasonably be expected to materially adversely affect, the
business, operations or condition (financial or otherwise) of the Corporation or any of
its Subsidiaries or their respective properties or assets, taken as a whole. Without
limiting the generality of the foregoing, neither the Corporation nor any of the
Subsidiaries has any material obligation or liability for the debts or obligations of
others or has any material exposure or liability except as set forth in the Financial
Statements or those arising in the ordinary course of business, none of which is
material to the Corporation on a consolidated basis;(ee)
    
    to the knowledge of the Corporation and its directors and officers, no
shareholders, pooling or other form of agreement is in force or effect which in any
manner affects the voting or control of any of the securities of the Corporation;(ff)
    
    each of the Corporation and the Subsidiaries has procured and maintains
adequate insurance against all insurable risks which are material to the Corporation on
a consolidated basis, which insurance is of such type and in such amounts as is usual
and customary to the industry in which it is engaged and the scope of its operations;(gg)
    
    the Corporation is not aware of any legislation which it anticipates will
materially and adversely affect the business, affairs, operations, assets, liabilities
(contingent or otherwise) or prospects of the Corporation;(hh)
    
    each of the Corporation and the Subsidiaries owns or possesses adequate rights
to use or assign all material intellectual property used by it in the operation of its
business, without making any payment to any person or granting any rights to any person
in exchange therefor, other than in accordance with the terms of any such license,
sub-license or franchise arrangement. No event has occurred during the registration or
filing of, or during any other proceeding relating to such material intellectual
property owned by the Corporation or the Subsidiaries that would
 14




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make invalid or unenforceable, or negate the right to issuance or use of any of such
material intellectual property owned by the Corporation or the Subsidiaries, other
than any such event which would not reasonably be expected to materially adversely
affect the business, operations or conditions (financial or otherwise) of the
Corporation on a consolidated basis. There is no intellectual property of any
person which, to the knowledge of the Corporation, impairs or prevents the
development, manufacture, use, sale, lease, license and service of products, now
existing or under development by the Corporation or the Subsidiaries;(ii)
    
    there are not any defects, failures or impairments in the title of the
Corporation or any of its Subsidiaries to their respective oil and natural gas
properties, whether or not an action, suit, proceeding or inquiry is pending or
threatened or whether or not discovered by any third party which, in aggregate could
have a material adverse effect on the Corporations business, operations or conditions
(financial or otherwise);(jj)
    
    the Corporation maintains disclosure controls and procedures as required by
Rule 13a-15 or Rule 15d-15 under the U.S. Exchange Act, and such controls and
procedures are effective to ensure that all material information concerning the
Corporation is made known, on a timely basis, to the individuals responsible for the
preparation of the Corporations filings with the SEC. The Corporation has disclosed
to its auditors and the audit committee of its board of directors (a) all significant
deficiencies and material weaknesses in the design or operation of internal control
over financial reporting (as such term is defined by Rules 13a-15(f) and 15d-15(f)
under the U.S. Exchange Act) which are reasonably likely to adversely affect the
Corporations ability to record, process, summarize and report financial information
and (b) any fraud, whether or not material, that involves management or other employees
who have a significant role in the Corporations internal controls over financial
reporting;(kk)
    
    the Corporation and each of the Subsidiaries maintains a system of internal
accounting controls sufficient to provide commercially reasonable assurance that: (i)
transactions are executed in accordance with managements general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting principles and to
maintain asset accountability; (iii) access to assets is permitted only in accordance
with managements general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences;(ll)
    
    the Corporation has complied in all material respects with the Sarbanes-Oxley
Act of 2002 and the corporate governance rules of the AMEX applicable to it;(mm)
    
    there has never been a reportable event (within the meaning of National
Instrument 51-102 of the Canadian securities administrators) involving the Corporation
and its current or former auditors;
 15




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(nn)
    
    the Corporation has fulfilled its obligations, if any, under the minimum
funding standards of Section 302 of the U.S. Employee Retirement Income Security Act of
1974 (ERISA) and the regulations and published interpretations thereunder with
respect to each plan as defined in Section 3(3) of ERISA and such regulations and
published interpretations in which its employees are eligible to participate and each
such plan is in compliance in all material respects with the presently applicable
provisions of ERISA and such regulations and published interpretations. No Reportable
Event (as defined in ERISA) has occurred with respect to any Pension Plan (as
defined in ERISA) for which the Corporation could have any liability.(oo)
    
    the property, assets and operations of the Corporation and of its Subsidiaries
comply, to the best of the knowledge of the Corporation, in all material respects with
all applicable Environmental Laws (which term means and includes, without limitation,
any and all applicable international, federal, provincial, state, municipal or local
laws, statutes, regulations, treaties, orders, policies, judgments, decrees,
ordinances, official directives and all authorizations relating to the environment,
occupational health and safety, or any Environmental Activity (which term means and
includes, without limitation, any past, present or future activity, event or
circumstance in respect of a Contaminant (which term means and includes, without
limitation, any pollutants, dangerous substances, liquid wastes, hazardous wastes,
hazardous materials, hazardous substances or contaminants or any other matter including
any of the foregoing, as defined or described as such pursuant to any Environmental
Law), including, without limitation, the storage, use, holding, collection, purchase,
accumulation, assessment, generation, manufacture, construction, processing, treatment,
stabilization, disposition, handling or transportation thereof, or the release, escape,
leaching, dispersal or migration thereof into the natural environment, including the
movement through or in the air, soil, surface water or groundwater)). For these
purposes, Environmental Laws, Environmental Activity or Contaminant do not include the
normal course obligations for an oil and gas exploration and exploitation business.
During the normal course business of plugging or abandoning wells, there are or may be
obligations under applicable Environmental Laws to restore the area to its natural
state, which obligations are performed by the Corporation, to the extent required,
according to the applicable Environmental Laws. The Corporation also is or may be
required to close open reserve pits, which obligations are completed, to the extent
required, within the time periods and according to the specifications of the relevant
regulatory agency;(pp)
    
    no property which is or has been owned, leased or occupied by the Corporation
or its subsidiaries has been designated as a Superfund site pursuant to the
Comprehensive Environmental Response, Compensation of Liability Act of 1980, as amended
(42 U.S.C. Section 9601, et. seq.) (CERCLA) or otherwise designated as a contaminated
site under applicable state or local law. Neither the Corporation nor any of its
subsidiaries has been named as a potentially responsible party under CERCLA;
 16




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(qq)
    
    the Corporation does not have any knowledge of, and has not received any notice
of, any material claim, judicial or administrative proceeding, pending or threatened
against, or which may affect, the Corporation or any of the Subsidiaries or any of the
properties, assets or operations thereof, relating to, or alleging any violation of any
Environmental Law, the Corporation is not aware of any facts which could give rise to
any such claim or judicial or administrative proceeding and neither the Corporation nor
any of its Subsidiaries or any of their respective property, assets or operations, is
the subject of any investigation, evaluation, audit or review by any Governmental
Authority (which term means and includes, without limitation, any national, federal
government, province, state, municipality or other political subdivision of any of the
foregoing, any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government and any corporation or other
entity owned or controlled (through stock or capital ownership or otherwise) by any of
the foregoing) to determine whether any violation of any Environmental Law has occurred
or is occurring or whether any remedial action is needed in connection with a release
of any Contaminant into the environment, except for compliance investigations conducted
in the normal course by any Governmental Authority;(rr)
    
    neither the Corporation nor any of the Subsidiaries has given or filed any
notice under any international, federal, state, provincial or local law with respect to
any Environmental Activity, neither the Corporation nor any of its Subsidiaries has any
liability (whether contingent or otherwise) in connection with any Environmental
Activity and the Corporation is not aware of any notice being given under any
international, federal, state, provincial or local law or of any liability (whether
contingent or otherwise) with respect to any Environmental Activity relating to or
affecting the Corporation or any of the Subsidiaries or any of their respective
properties, assets, businesses or operations;(ss)
    
    neither the Corporation nor any of the Subsidiaries stores any hazardous or
toxic waste or substance on the property thereof and they have not disposed of any
hazardous or toxic waste, in each case in a manner contrary to any Environmental Law,
and there are no Contaminants on any of the premises at which the Corporation or its
Subsidiaries carries on business, in each case other than in compliance with
Environmental Laws;(tt)
    
    neither the Corporation nor any of its Subsidiaries is subject to any
contingent or other liability relating to the restoration or rehabilitation of land,
water or any other part of the environment, or compliance with any Environmental Law;(uu)
    
    neither the Corporation nor any other person associated with or acting on
behalf of the Corporation including, without limitation, any director, officer, agent
or employee of the Corporation or its subsidiaries, has, directly or indirectly, while
acting on behalf of the Corporation or its subsidiaries (i) used any corporate funds
for unlawful contributions, gifts, entertainment or other unlawful expenses relating to
political activity; (ii) made any unlawful payment to foreign or domestic government
officials or employees or to foreign or domestic political
 17




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parties or campaigns from corporate funds; (iii) violated any provision of the
Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any other unlawful
payment;
 (vv)
    
    GeoGlobal India is a party to the following material agreements (collectively,
the GeoGlobal India Material Agreements):
 (i)
    
    a Production Sharing Contract dated February 4, 2003 among
GeoGlobal India, the Government of India, Gujarat State Petroleum Corporation
Limited (GSPC) and Jubilant Enpro Limited, granting GeoGlobal India a 10%
participating interest (the KG Participating Interest) in an exploration
block known as block KG OSN 2001/3 (the KG 2001/3) (such contract, the KG
PSC);(ii)
    
    a Carried Interest Agreement dated August 27, 2002 between
GeoGlobal India and GSPC, granting GeoGlobal India a 10% carried interest (the
KG Carried Interest)for its share of costs incurred in respect of the
exploration activities conducted on KG 2001/3 prior to commencement of
commercial production on KG 2001/3 (such agreement, the Carried Interest
Agreement);(iii)
    
    a Joint Operating Agreement dated August 7, 2003 among
GeoGlobal India, GSPC and Jubilant Enpro Limited, setting forth the rights and
obligations of the parties thereto in respect of, among other things, the
exploration, development and operation of KG 2001/3 (such agreement, the KG
JOA);(iv)
    
    an exploration license dated March 12, 2003 granted by the
Government of India to GSPC, Jubilant Enpro Limited and GeoGlobal India, in
respect of the right to explore for oil and natural gas in KG 2001/3 (such
license, the KG 2001/3 License); and(v)
    
    a Participating Interest Agreement dated March 27, 2003 among
GeoGlobal India and Roy Group (Mauritius) Inc., a corporation incorporated
under the laws of Mauritius (Roy Group) and wholly owned by Jean Paul Roy,
providing for the transfer and assignment to Roy Group of a 50% interest in the
KG Participating Interest and the KG Carried Interest (the KG Participating
Interest Agreement);
 (ww)
    
    each of the GeoGlobal India Material Agreements is in full force and effect and
has not been amended from the form provided to the Agent or its counsel, as the case
may be, and each of the GeoGlobal India Material Agreements constitutes a legal, valid
and binding obligations of the Corporation, enforceable against in accordance with its
terms for the periods (if any) stated therein, except that: (i) the enforcement thereof
may be limited by bankruptcy, insolvency and other laws affecting the enforcement of
creditors rights generally, (ii) rights of indemnity, contribution and waiver of
contribution thereunder may be limited under
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applicable law and (iii) equitable remedies, including, without limitation, specific
performance and injunctive relief, may be granted only in the discretion of a court
of competent jurisdiction;(xx)
    
    GeoGlobal India has fulfilled or has taken all actions necessary to enable it
to fulfill when due all of its obligations under the GeoGlobal India Material
Agreements, and there is not, under any of the GeoGlobal India Material Agreements, any
existing default or event of default or any event which, with or without the giving of
notice or the passage of time, would constitute a default under any of the GeoGlobal
India Material Agreements or provide to any party to any GeoGlobal India Material
Agreement a right of termination thereunder. There are no laws, regulations, rules or
decrees currently in effect or reasonably expected to be in effect which adversely
affect or might adversely affect GeoGlobal Indias rights under any of the GeoGlobal
India Material Agreements;(yy)
    
    subject to the terms of the KG Participating Interest Agreement, GeoGlobal
India has a legal, valid and enforceable ownership interest in the KG Participating
Interest and has not sold, conveyed, transferred, assigned or otherwise disposed of, or
created any encumbrance on or with respect to, the KG Participating Interest;(zz)
    
    GeoGlobal India is (in addition to GSPC and Jubilant Enpro Limited) the legal
and registered owner of the KG 2001/3 License, free and clear of any and all
encumbrances;(aaa)
    
    other than as a party to the GeoGlobal India Material Agreements and other
than as disclosed in the Corporations Information Record, GeoGlobal India has no
business activities, assets, liabilities, employees, customers or suppliers and has no
revenues;(bbb)
    
    GeoGlobal Barbados is a party to the following material agreements
(collectively, the GeoGlobal Barbados Material Agreements):
 (i)
    
    a Production Sharing Contract dated February 6, 2004 among
GeoGlobal Barbados, the Government of India, GSPC and Jubilant Enpro Private
Limited, granting to GeoGlobal Barbados a 10% participating interest (the CB
2002/2 Participating Interest) in an exploration block known as CB-ONN-2002/2
(such contract, the CB 2002/2 PSC);(ii)
    
    a Production Sharing Contract dated February 6, 2004 among
GeoGlobal Barbados, the Government of India, GSPC, Jubilant Enpro Private
Limited and Prize Petroleum Company Limited, granting to GeoGlobal Barbados a
10% participating interest (the CB 2002/3 Participating Interest) in an
exploration block known as CB-ONN-2002/3 (such contract, the CB 2002/3 PSC);(iii)
    
    a Joint Operating Agreement dated August 6, 2004 among
GeoGlobal India, GSPC and Jubilant Enpro Private Limited, setting forth the
rights
 19




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and obligations of the parties thereto in respect of, among other things,
the exploration, development and operation of CB 2002/2 (such agreement
hereinafter referred to as the CB 2002/2 JOA);(iv)
    
    a Joint Operating Agreement dated August 6, 2004 among
GeoGlobal Barbados, GSPC, Jubilant Enpro Private Limited and Prize Petroleum
Company Limited, providing for the rights and obligations of the parties
thereto in respect of, among other things, the exploration, development and
operation of CB 2002/3 (such agreement, the CB 2002/3 JOA);(v)
    
    an exploration license dated July 29, 2004 granted by the
Government of India to GSPC, Jubilant Enpro Private Limited, Prize Petroleum
Company Limited and GeoGlobal Barbados, in respect of the right to explore for
oil and natural gas in CB 2002/3 (such license, the CB 2002/3 License);(vi)
    
    a Deed of Assignment and Assumption dated April 7, 2005 among
GeoGlobal Barbados and GSPC, granting to GeoGlobal Barbados (subject to receipt
of the consent of the Government of India) a 20% participating interest (the
CB 2 Participating Interest) in an exploration block known as CB-ON-2,
subject to reduction to a 14% participating interest pursuant to the terms
thereof (such deed, the Assignment);(vii)
    
    a Production Sharing Contract dated April 12, 2000 among the
Government of India, GSPC, Oil & Natural Gas Corporation Limited. (ONGC) and
Hindustan Oil Exploration Company Limited, granting to GSPC and ONGC and
Hindustan Oil Exploration Company Limited their respective participating
interests (at that time) in CB 2, the rights and obligations of which contract
have been assumed by GeoGlobal Barbados under the terms of the Assignment in
proportion to the CB 2 Participating Interest (such contract, the CB 2 PSC);
and(viii)
    
    a Joint Operating Agreement dated June 26, 2000 among GSPC and ONGC,
providing for the rights and obligations of the parties thereto in respect of,
among other things, the exploration, development and operation of CB 2, as
amended to reflect the CB Participating Interest (such agreement, the CB 2
JOA);
 (ccc)
    
    an exploration license dated May 21, 2004 was granted by the Government of
India to Jubilant Enpro Limited in respect of the right to explore for oil and natural
gas in CB 2002/2 (the CB 2002/2 License and such license, also a GeoGlobal Barbados
Material Agreement) and Jubilant Enpro Limited is the legal and registered owner of
the CB 2002/2 License, to the best of the knowledge of the Corporation, after due
inquiry, free and clear of all encumbrances;
 (ddd)
    
    each of the GeoGlobal Barbados Material Agreements is in full force and effect
and has not been amended from the form provided to the Agent or its counsel, as the
case may be, and each of the GeoGlobal Barbados Material Agreements
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constitutes a legal, valid and binding obligation of the Corporation, enforceable
against it in accordance with its terms for the periods (if any) stated therein,
except that: (i) the enforcement thereof may be limited by bankruptcy, insolvency
and other laws affecting the enforcement of creditors rights generally, (ii) rights
of indemnity, contribution and waiver of contribution thereunder may be limited
under applicable law and (iii) equitable remedies, including, without limitation,
specific performance and injunctive relief, may be granted only in the discretion of
a court of competent jurisdiction;
 (eee)
    
    GeoGlobal Barbados has fulfilled or has taken all actions necessary to enable
it to fulfill when due all of its obligations under the GeoGlobal Barbados Material
Agreements, and there is not, under any of the GeoGlobal Barbados Material Agreements,
any existing default or event of default or any event which, with or without the giving
of notice or the passage of time, would constitute a default under any of the GeoGlobal
Barbados Material Agreements or provide to any party to any GeoGlobal Barbados Material
Agreement a right of termination thereunder. There are no laws, regulations, rules or
decrees currently in effect or reasonably expected to be in effect which adversely
affect or might adversely affect GeoGlobal Barbados rights under any of the GeoGlobal
Barbados Material Agreements;(fff)
    
    GeoGlobal Barbados has a legal, valid and enforceable ownership interest in
each of the CB 2002/2 Participating Interest and the CB 2003/3 Participating Interest
and has not sold, conveyed, transferred, assigned or otherwise disposed of, or created
any encumbrance on or with respect to, the CB 2002/2 Participating Interest or the CB
2002/3 Participating Interest;(ggg)
    
    GeoGlobal Barbados is (in addition to GSPC, Jubilant Enpro Private Limited and
Prize Petroleum Company Limited) the legal and registered owner of the CB 2002/3
License, free and clear of any and all encumbrances;(hhh)
    
    other than as a party to the GeoGlobal Barbados Material Agreements and other
than as disclosed in the Corporations Information Record, GeoGlobal Barbados has no
business activities, assets, liabilities, employees, customers or suppliers and has no
revenues;
 7.
    
    Closing Deliveries.The purchase and sale of the Offered Securities shall be completed at the
Closing Time at the offices of Goodman and Carr LLP, counsel to the Agent, at 200 King Street
West, Suite 2300, Toronto, ON M5H 3W5 or at such other place as the Agent and the Corporation
may agree upon. Subject to the terms of this agreement, at the Closing Time, the Agent shall
deliver to the Corporation duly executed Subscription Agreements and pay to the Corporation or
as the Corporation may direct the aggregate Gross Proceeds less the Agents Fee therefor and
their expenses to the Closing Date in lawful money of Canada by cheque, or bankers draft or
wire transfer. At the Closing Time, the Corporation shall, subject to and to the extent of
its acceptance of Subscription Agreements, issue and deliver definitive certificates
representing the Common Shares, the Warrants and the Rights subscribed for pursuant to the
Subscription Agreements
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registered in such names as shall be designated in the Subscription Agreements and issue and
deliver to the Agent the Compensation Option Certificates evidencing the Compensation
Options and Compensation Rights to which it is entitled hereunder.8.
    
    Closing Conditions.
 (a)
    
    The Agents obligations under this agreement, and each Purchasers obligation
to purchase the Offered Securities at the Closing Time (in respect of each Closing
Date), shall be conditional upon the fulfilment at or before such Closing Time of the
following conditions:
 (i)
    
    the Agent shall have received a certificate, dated as of the
Closing Date, signed by two executive officers of the Corporation, certifying
for and on behalf of the Corporation, to the best of the knowledge, information
and belief of the persons so signing, after having made due enquiry, that (i)
no order ceasing or suspending trading in securities of the Corporation or
prohibiting the sale of the Common Shares or the Warrants or the issuance of
the Underlying Shares issuable upon exercise of the Warrants has been issued
and no proceedings for such purpose are pending or threatened; (ii) there has
not been any material change in the affairs of the Corporation on a
consolidated basis, financial or otherwise, which requires disclosure under the
timely disclosure provisions of Canadian Securities Laws, except as has been
publicly disclosed and no such disclosure has been made on a confidential
basis; (iii) no default exists or will exist as a result of the issuance of the
Offered Securities, the Underlying Shares, the Warrants, the Compensation
Options or the Compensation Rights under any instrument or agreement and the
Corporation has performed each of the covenants on its part to be performed
under any such instrument or agreement, the non-performance of which could
reasonably be expected to have a material adverse effect on the Corporation;
(iv) the representations and warranties of the Corporation set out in Section 6
are true and correct as of the Closing Time with the same effect as though such
representations and warranties had been made on and as of such time; (v) the
Corporation has complied with all the terms, covenants and conditions of this
agreement on the Corporations part to be complied with up to the Closing Time;
and (vi) all necessary approvals have been obtained relating to the issuance of
the Offered Securities, the Warrants, the Compensation Options, the
Compensation Units, the Compensation Rights and the Underlying Shares;(ii)
    
    the Agent shall have received certificates dated the Closing
Date, signed by an appropriate officer or director of the Corporation, with
respect to the articles of the Corporation, the resolutions of the
Corporations board of directors relevant to the issue and sale of the Offered
Securities, the Warrants, the Compensation Options, the Compensation Units, the
Compensation Rights and the Underlying Shares, the execution of the
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Agreements, the incumbency and signature of signing officers, and such other
matters as the Agent may reasonably request;
 (iii)
    
    the Agent shall have received favourable legal opinions of
counsel to the Corporation in respect of certain matters concerning the
Corporation and the Subsidiaries, addressed to the Agent, the Purchasers and
counsel to the Agent, in form and substance satisfactory to the Agent and its
counsel, acting reasonably, and, in providing such opinions, counsel to the
Corporation shall be entitled to rely on opinions of local counsel as to
matters governed by the laws of such other jurisdictions as such counsel deems
appropriate, and as to matters of fact or expert matters not within the
knowledge or professional competence of counsel, on certificates of public
officials and of the auditors, the transfer agent and the officers of the
Corporation or the Subsidiaries;(iv)
    
    the Agent shall be satisfied, in its sole discretion, after
carrying out such due diligence as the Agent deem appropriate, as to the legal,
financial and business affairs of the Corporation including, without
limitation, all legal proceedings against the Corporation;(v)
    
    the Corporation shall have taken all necessary corporate action
to authorize and approve the Agreements and all other matters relating thereto;(vi)
    
    the Corporation shall have obtained all requisite regulatory
approvals required to be obtained by the Corporation in respect of the
Offering, on terms mutually acceptable to the Corporation and the Agent,
including the approval of AMEX as to the listing of the Underlying Shares
thereon;(vii)
    
    the Corporation and the Agent shall have entered into the
Registration Rights Agreement in such form and containing such terms and
conditions as are customary for agreements of this nature in the context of the
Offering;(viii)
    
    the Corporation and the Agent shall have complied fully with all covenants
set forth herein and all relevant statutory and regulatory requirements,
required to be complied with prior to the Closing Time; and(ix)
    
    the Underlying Shares and the Warrants shall not be subject to
a hold period under Canadian Securities Laws that is greater than four months
from the Closing Date.
  23




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(b)
    
    The Corporations obligations under this agreement, and each Purchasers
obligation to purchase the Offered Securities at the Closing Time, shall be conditional
upon the fulfilment at or before the Closing Time of the following conditions:
 (i)
    
    the Corporation shall have determined and be satisfied in its
sole discretion that the offer and sale of the Offered Securities does not
violate any exemption form any prospectus delivery, registration, qualification
or other similar requirement of any security law of any jurisdiction; and(ii)
    
    nothing shall have come to the attention of the Corporation
that causes it to believe that the representations, warranties or covenants of
any Subscription Agreement are not accurate and complete as of the Closing and
as to which the Corporation has not withdrawn its acceptance of such
Subscription Agreement.
 9.
    
    Rights of Termination.In addition to any other remedies which may be available to the
Agent, the Agent shall be entitled, at its option, to terminate and cancel, without any
liability on its part, all of its obligations under this agreement and the obligations of any
person whom it has solicited to purchase the Offered Securities who has executed a
Subscription Agreement, by notice in writing to that effect delivered to the Corporation prior
to the Closing Time if:
 (a)
    
    it is not satisfied in its sole discretion with the results of all or any
portion of its due diligence review and investigations of the Corporation;(b)
    
    there has occurred any material adverse change (actual, contemplated or
threatened) or any change in a material fact or a new material fact or a development
that could, in the sole opinion of the Agent, be expected to result on a material
adverse change or a change in a material fact or a new material fact in respect of the
business, operations, capital, condition (financial or otherwise), properties, assets,
liabilities, obligations or affairs of the Corporation or the Subsidiaries (taken as a
whole);(c)
    
    there should develop, occur or come into effect or existence any event, action,
state, condition or major financial occurrence of national or international
consequence, any acts of terrorism or hostilities or escalation thereof or other
calamity or crisis, or any law or regulation which, in the Agents reasonable opinion,
seriously adversely affects, or involves, or would be expected to seriously adversely
affect or involve, the financial markets or the business, operations or affairs of the
Corporation and the Subsidiaries (taken as a whole);(d)
    
    there has occurred any change of law or the interpretation or administration
thereof in the Offering Provinces or any inquiry, action, suit, investigation or other
proceeding (whether formal or informal) is announced, commenced or threatened by any
federal, provincial, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality (including,
 24




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without limitation, AMEX or any securities regulatory authority), or securities
commission, stock exchange or similar regulatory authority, or any order is issued
in relation to the Corporation, any of its affiliates, or any of its directors or
officers or any of the Corporations securities (other than any such inquiry,
action, suit, investigation, proceeding or order relating solely to the Agent)
which, in the sole opinion of the Agent, prevents or restricts trading in or the
distribution of the Offered Securities or the Underlying Shares or the Warrants, or
has or would be expected to have a material adverse effect on the market price or
value of or the investment quality or marketability of the Offered Securities or the
Underlying Shares or Warrants;(e)
    
    the state of the financial markets or of the industry or markets in which the
Corporation operates or conducts business is or becomes such that the Offered
Securities or the Underlying Shares cannot, in the Agents reasonable opinion, be
successfully or profitably marketed or sold;(f)
    
    any order to cease trade or suspend trading in any securities of the
Corporation, or prohibiting or restricting the distribution of any of the Offered
Securities or the Underlying Shares or the Warrants is made, threatened or announced by
any securities regulatory authority in the Offering Provinces (or in the United States
or in any other jurisdiction in which Offered Securities are to be offered for sale and
sold in accordance with section 1(a) of this agreement), stock exchange or other
competent authority and such order is not rescinded, revoked or withdrawn;(g)
    
    the Corporation is in breach of, in default under or in non-compliance with any
material representation, warranty, term, condition or covenant of this agreement or the
Subscription Agreement; or(h)
    
    the Underlying Shares acquired by any Purchaser in the Offering Provinces would
be, if the Offering were completed, subject to a hold period in excess of four months
from the Closing Date (exclusive of any restrictions on transfer into the United States
unless such transfer is made pursuant to the Registration Statement or an exemption
from the registration requirements of the U.S. Securities Act.
   10.
    
    Expenses.Whether or not Closing occurs, the Corporation shall pay all costs, fees and
expenses of or incidental to the performance of the obligations under this agreement
including, without limitation: (i) the cost of registration, countersignature and delivery of
the Warrants and the Underlying Shares, (ii) the fees and expenses of the Corporations
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auditors, counsel and any local counsel, transfer agent, engineers and other outside
consultants, (iii) the reasonable fees and expenses of any counsel employed by the Agent
(including GST thereon), (iv) the Agents reasonable out-of-pocket expenses and (v) all
filing fees and stock exchange listing fees relating to the Offering. Such amounts payable
to the Agent shall be paid by the Corporation at the Closing Time to the Agent in respect of
expenses and fees incurred to such date and in respect of expenses and fees incurred after
the Closing Time, such amounts shall be paid by the Corporation to the Agent upon receipt of
invoices from time to time from the Agent to the Corporation.
 11.
    
    Survival of Representations and Warranties.All warranties, representations, covenants and
agreements herein contained or contained in any documents submitted pursuant to this agreement
and in connection with the transactions herein contemplated shall survive the Closing Date
and, as applicable, shall continue in full force and effect for the benefit of the Purchasers,
regardless of the Closing and regardless of any investigation which may be carried out by the
Purchasers or on their behalf for a period of two (2) years following the Closing Date.12.
    
    Indemnities.The Corporation hereby covenants and agrees to protect, indemnify and hold
harmless the Agent and its directors, officers, employees, solicitors and agents and each of
the other dealers appointed by the Agent and their respective directors, officers, employees,
solicitors and agents (individually, an Indemnified Party and, collectively, the
Indemnified Parties) from and against all losses (except for loss of profits), claims,
expenses, costs, damages or liabilities, whether joint or several (including the aggregate
amount paid in reasonable settlement of any actions, suits, proceedings or claims) which they
may suffer or incur by reason of the performance of professional services rendered in
connection with the Offering, caused by or arising directly or indirectly by reason of:
 (a)
    
    the Corporation not complying with any requirement of Canadian Securities Laws
or regulatory requirements;(b)
    
    any breach of or default under any representation, warranty, covenant or
agreement of the Corporation set out herein or any other document to be delivered
pursuant hereto, or the Corporations failure to comply with any of its obligations
hereunder;(c)
    
    or any legal proceedings involving the Corporation
   26




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13.
    
    Contribution.In the event that, for any reason, the indemnity provided for in Section 12
hereof is illegal or unenforceable, each of the Agent and the Corporation shall contribute to
the aggregate of all losses, claims, costs, damages, expenses or liabilities (except loss of
profits in connection with the sale of the Offered Securities) of the nature provided for in
Section 12 hereof such that the Agent shall be responsible for that portion represented by the
percentage that the Agents Fee bears to the gross proceeds from the Offering and
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the Corporation shall be responsible for the balance, provided that in no event shall the
Agent be responsible for any amount in excess of the Agents Fee actually received by it.
Notwithstanding the foregoing, a person guilty of fraudulent misrepresentation, bad faith,
negligence or wilful misconduct shall not be entitled to contribution from any other party.
Any party entitled to contribution will, promptly after receiving notice of commencement of
any claim, action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this section, notify such
party or parties from whom contribution may be sought. In no case shall such party from
whom contribution may be sought be liable under this agreement unless such notice shall have
been provided, but the omission to so notify such party shall not relieve the party from
whom contribution may be sought from any other obligation it may have otherwise than under
this section. The right to contribution provided in this section shall be in additional and
not in derogation of any other right to contribution which the Agent may have by statute or
otherwise by law.
 14.
    
    Legal Proceedings.The Corporation agrees that if:
 (a)
    
    any legal proceeding shall be brought against the Corporation or the Agent by
any governmental commission or regulatory authority or any stock exchange; or(b)
    
    any entity having regulatory authority, either domestic or foreign, shall
investigate the Corporation or the Agent,
  15.
    
    Breach of Agreement.All terms and conditions of this agreement to be performed or satisfied
by the Corporation shall be construed as conditions and any breach of, or failure by the
Corporation to comply with, any term or condition of this agreement shall entitle the Agent,
on behalf of the Purchasers, to terminate its obligations to purchase the Offered Securities
by notice to that effect given to the Corporation prior to the Closing Time. In the event of
any such termination, there shall be no further liability on the part of the Corporation or
the Agent except in respect of any liability which may have arisen or may thereafter arise
under Sections 10, 12 or 13 hereof. The Agent may waive, in whole or in part, or extend the
time for compliance with, any terms and conditions
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without prejudice to its rights in respect of any other terms and conditions or any other
subsequent breach or non-compliance provided, however, that any waiver or extension must be
in writing and signed by the Agent in order to be binding upon it.
 16.
    
    Advertisements.Subject to the prior consent of the Corporation, the Agent shall have the
right, at its own expense, to place such advertisement or advertisements relating to the sale
of the Offered Securities contemplated herein as the Agent may consider desirable or
appropriate and as may be permitted by applicable law. No such advertisement shall be placed
by the Agent which the Corporation deems shall be in violation of the securities laws of the
U.S. or Canada The Corporation and the Agent each agree that it will not make or publish any
advertisement in any media whatsoever relating to, or otherwise publicize, the transactions
provided for herein so as to result in any exemption from the prospectus and registration
requirements of Canadian Securities Laws, the U.S. Securities Act or other securities laws
being unavailable in respect of the sale of the Offered Securities to prospective purchasers.17.
    
    Notices.Any notice under this agreement shall be given in writing and either delivered or
telecopied to the party to receive such notice at the address or telecopy numbers indicated
below:
  th
 
  
 
  
 
 29




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18.
    
    Time of the Essence.Time shall, in all respects, be of the essence hereof.19.
    
    United States Dollars.All references herein to money amounts are to lawful money of the
United States of America.20.
    
    Headings.The headings contained herein are for convenience only and shall not affect the
meaning or interpretation hereof.21.
    
    Singular and Plural, etc.Where the context so requires, words importing the singular number
include the plural and vice versa, and words importing gender shall include the masculine,
feminine and neuter genders.22.
    
    Entire Agreement.This agreement constitutes the only agreement between the parties with
respect to the subject matter hereof and shall supersede any and all prior negotiations,
understandings and agreements whether oral or written including, without limitation, a letter
agreement dated August 15, 2005 between the Corporation and the Agent. This agreement may be
amended or modified in any respect by written instrument only executed by the Corporation and
the Agent.23.
    
    Severability.The invalidity or unenforceability of any particular provisions of this
agreement shall not affect or limit the validity or enforceability of the remaining provisions
of this agreement.24.
    
    Governing Law.This agreement shall be governed by and construed in accordance with the laws
of the Province of Alberta and the laws of Canada applicable therein.25.
    
    Successors and Assigns.The terms and provisions of this agreement shall be binding upon and
enure to the benefit of the Corporation, the Agent and the Purchasers and their respective
successors and permitted assigns; provided that, except as provided herein or in the
Subscription Agreements, this agreement shall not be assignable by any party without the
written consent of the others.26.
    
    Further Assurances.Each of the parties hereto shall do or cause to be done all such acts and
things and shall execute or cause to be executed all such documents, agreements and
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27.
    
    Effective Date.This agreement is intended to and shall take effect as of the date first set
forth above, notwithstanding its actual date of execution or delivery.28.
    
    French Language.The parties hereto acknowledge that they have expressly required this
agreement and all notices, statements of account and other documents required or permitted to
be given or entered into pursuant hereto to be drawn up in the English language only. Les
parties reconnaissent avoir expressément demandées que la présente convention ainsique
toutavis, tout état de compte et tout autre document à être out pouvant être donné ou conclu
en vertudes dispositions des présdentes, soient rédigés en langue anglaise seulement.29.
    
    Counterparts.This agreement may be executed in any number of counterparts, which taken
together shall form one and the same agreement.
 [The remainder of this page is intentionally left blank.]
 31




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JONES, GABLE & COMPANY LIMITEDPer:
  DATED
 GEOGLOBAL RESOURCES INC.Per:
 32




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SCHEDULE A
 UNITED STATES SECURITIES LAWS
  (a)
    
    Directed Selling Efforts means directed selling efforts as that term is
defined in Regulation S. Without limiting the foregoing, but for greater clarity in
this Schedule, it means, subject to the exclusions from the definition of directed
selling efforts contained in Regulation S, any activity undertaken for the purpose of,
or that could reasonably be expected to have the effect of, conditioning the market in
the United States for any of the Offered Securities and includes the placement of any
advertisement in a publication with a general circulation in the United States that
refers to the offering of the Offered Securities;(b)
    
    Distribution Compliance Period means the one-year period that begins on the
later of (i) the date the Offered Securities are first offered to persons other than
distributors in reliance on Regulation S or (ii) the Closing Date; provided that, all
offers and sales by a distributor of an unsold allotment or subscription shall be
deemed to be made during the Distribution Compliance Period;(c)
    
    Regulation S means Regulation S adopted by the SEC under the U.S. Securities
Act;(d)
    
    SEC means the United States Securities and Exchange Commission;(e)
    
    U.S. Securities Act means the United States Securities Act of 1933, as
amended;(f)
    
    U.S. Exchange Act means the United States Securities Exchange Act of 1934, as
amended;(g)
    
    U.S. Person means a U.S. person as that term is defined in Regulation S; and(h)
    
    United States means the United States of America, its territories and
possessions, any state of the United States, and the District of Columbia.
 Representations, Warranties and Covenants of the Agent
  1.
    
    It has not offered and sold, and will not offer or sell any Offered Securities, as part of
their initial distribution, except in an offshore transaction in accordance with Rule 903 of




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Regulation S. Accordingly, none of the Agent, its affiliates nor any person acting on its
or their behalf, has made or will make:
 (i)
    
    any offer to sell or any solicitation of an offer to buy, any Offered
Securities to any person within the United States, any U.S. person, or for the
account or benefit of any U.S. person or person within the United States;(ii)
    
    any sale of Offered Securities to any purchaser unless such purchaser
is not a U.S. person and is not purchasing for the account or benefit of any U.S.
person and, at the time the buy order was or will have been originated, the
purchaser was outside the United States, or such Agent, affiliate or person acting
on behalf of either reasonably believed that such purchaser was outside the United
States; or(iii)
    
    any Directed Selling Efforts in the United States with respect to the
Offered Securities. It agrees that, at or prior to confirmation of the sale of the
Offered Securities, it will have sent to each distributor, dealer or person
receiving a selling concession, fee or other remuneration that purchases Offered
Securities from it during the Distribution Compliance Period a confirmation or
notice to substantially the following effect:
    2.
    
    It has not entered and will not enter into any contractual arrangement with respect to the
distribution of the Offered Securities, except with its affiliates, any selling group members
or with the prior written consent of the Corporation. It shall require each selling group
member to agree, for the benefit of the Corporation, to comply with, and
 A-2




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shall use its best efforts to ensure that each selling group member complies with, the same
provisions of this Schedule as apply to such Agent if such provisions applied to such
selling group member.
 Representations, Warranties and Covenants of the Corporation
  1.
    
    The Corporation is a reporting issuer within the meaning of Regulation S.2.
    
    The Corporation is not, and as a result of the sale of the Offered Securities contemplated
hereby will not be, an investment company as defined in the United States Investment Company
Act of 1940, as amended.3.
    
    Neither the Corporation nor any of its affiliates, nor any person acting on its or their
behalf, has made or will make: (A) any offer to sell, or any solicitation of an offer to buy,
any Offered Securities to any U.S. person or a person in the United States; or (B) any sale of
Offered Securities unless, at the time the buy order was or will have been originated, the
purchaser is not a U.S. person and is (i) outside the United States or (ii) the Corporation,
its affiliates, and any person acting on their behalf reasonably believe that the purchaser is
outside the United States.4.
    
    During the period in which the Offered Securities are offered for sale, neither it nor any of
its affiliates, nor any person acting on its or their behalf has made or will make any
Directed Selling Efforts in the United States.5.
    
    Except as hereinafter provided and except with respect to the offer and sale of the Offered
Securities offered hereby and offers and sales of common shares of the Corporation pursuant to
the Corporations employee benefit plans, the Corporation has not, for a period of six months
prior to the date hereof sold, offered for sale or solicited any offer to buy any of its
securities in the United States. Representatives of the Corporation, together with
representatives of Orion Securities Inc., met with potential investors regarding a possible
financing transaction during the period commencing July 7, 2005 through July 14, 2005. Such
persons discussed in those conversations in general terms the possibility of the Corporation
making a private sale of its securities. The discussion was conducted in broad terms and
specific terms of the securities and amounts of dollars to be raised in the transaction under
discussion were not discussed. These activities may be characterized as a solicitation of an
indication of an interest in pursuing a transaction. No specific offers were made in those
discussions. The discussions were terminated without any offers made or agreements
reached.
 A-3




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SCHEDULE 6(b)
 ENCUMBRANCES ON SECURITIES OF SUBSIDIARIES




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SCHEDULE 6(r)
 COMMON SHARES ISSUABLE UNDER SECURITIES AND OBLIGATIONS
 Type of Security/Obligation
    
    Number of Common Shares IssuableOptions outstanding under Stock Incentive Plan
    
    4,900,500 (a total of 8,000,000 shares
reserved for the grant of options)Warrants exercisable at $2,50
each expiring December 23, 2005
    
    785,500




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SCHEDULE 6(z)
 INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS




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7




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SCHEDULE 6(bb)
 ENCUMBRANCES