Filed by Automated Filing Services Inc. (604) 609-0244 - Arkanova Energy Corp. - Exhibit 10.7






Exhibit 10.7 

THIS AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN
OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE
BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

FINDER'S FEE AGREEMENT

This FINDER’S FEE AGREEMENT (the "Agreement") is made as
  of the 1st day of March, 2007 between ARKANOVA ENERGY CORPORATION (the "Company"),
  whose address is Suite 1650-200, Burrard Street, Vancouver, British Columbia,
  Canada V6C 3L6 and ___________________ (the "Finder"), whose address is
  ________________________________.

1.           
   PAYMENT OF CASH FEE

1.1          
  In consideration for certain capital raising services provided by the Finder,
  the Company hereby agrees to pay the Finder a cash fee (the “Cash Fee”)
  of $

2.           
   ISSUANCE OF WARRANTS

2.1          
  In further consideration for certain capital raising services provided by the
  Finder, the Company hereby grants _______________________ common share
  purchase warrants (the "Warrants") to the Finder, with each Warrant entitling
  the Finder to purchase one common share (each, a "Warrant Share") in the capital
  of the Company at an exercise price of US$1.00 per Warrant Share from March
  1, 2008 until 5:00 p.m. (Pacific Time) on March 1, 2010, at which time any unexercised
  Warrants will expire. Certificate(s) representing the Warrants will be in the
  form attached as Schedule A.

2.2          
  The Warrants and the Warrant Shares are collectively referred to in this Agreement
  as the "Securities".

3.           
   DELIVERIES BY THE FINDER

3.1          
  The Finder must complete, sign and return to the Company two (2) executed copies
  of this Agreement and the BC Accredited Investor Questionnaire set out in Schedule
  B, and shall complete, sign and return to the Company as soon as possible, on
  request by the Company, any documents, questionnaires, notices and undertakings
  as may be required by regulatory authorities, the OTC Bulletin Board, stock
  exchanges and applicable law.

4.            
  ACKNOWLEDGEMENTS OF THE FINDER

4.1          
  The Finder acknowledges and agrees that:

	 	(a) 	
      none of the Securities have been or will be registered
      under the 1933 Act, or under any state securities or "blue sky" laws of
      any state of the United States, and, unless so registered, may not be
      offered or sold in the United States or, directly or indirectly, to U.S.
      Persons, as that term is defined in Regulation S under the 1933 Act
      ("Regulation S"), except in accordance with the provisions of Regulation
      S, pursuant to an effective registration statement under the 1933 Act,
      or







- 2 -

	 		
      pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act and in each case
      only in accordance with applicable state securities laws;

	 	 	 	 
	 	(b) 	
      the Finder has received and carefully read this
      Agreement;

	 	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Securities agreed to be purchased hereunder has not been based upon any
      oral or written representation as to fact or otherwise made by or on
      behalf of the Company and such decision is based entirely upon a review of
      any public information which has been filed by the Company with the
      Securities and Exchange Commission ("SEC") in compliance, or intended
      compliance, with applicable securities legislation (collectively, the
      “Public Record”);

	 	 	 	 
	 	(d) 	
      there are risks associated with the Securities, as more
      fully discussed in certain information forming part of the Public
      Record;

	 	 	 	 
	 	(e) 	
      the Finder and the Finder's advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the issuance of the Securities hereunder, and
      to obtain additional information, to the extent possessed or obtainable by
      the Company without unreasonable effort or expense;

	 	 	 	 
	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by Finders during reasonable business hours at its principal
      place of business and that all documents, records and books in connection
      with the issuance of the Securities hereunder have been made available for
      inspection by the Finder, the Finder's attorney and/or
  advisor(s);

	 	 	 	 
	 	(g) 	
      all of the information which the Finder has provided to
      the Company is correct and complete as of the date this Agreement is
      signed, and if there should be any change in such information prior to
      this Agreement being executed by the Company, the Finder will immediately
      provide the Company with such information;

	 	 	 	 
	 	(h) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Finder contained in
      this Agreement and the Finder will hold harmless the Company from any loss
      or damage it may suffer as a result of the Finder's failure to correctly
      complete this Agreement;

	 	 	 	 
	 	(i) 	
      the Finder will indemnify and hold harmless the Company
      and, where applicable, its respective directors, officers, employees,
      agents, advisors and shareholders from and against any and all loss,
      liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Finder contained herein or in any document furnished by the Finder to
      the Company in connection herewith being untrue in any material respect or
      any breach or failure by the Finder to comply with any covenant or
      agreement made by the Finder to the Company in connection
  therewith;

	 	 	 	 
	 	(j) 	
      the Finder has been advised to consult the Finder's own
      legal, tax and other advisors with respect to the merits and risks of an
      investment in the Securities and with respect to applicable resale
      restrictions, and it is solely responsible (and the Company is not in any
      way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Finder is resident in connection with the distribution of the Securities
      hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale
restrictions;







- 3 -

	 	(k) 	
      the Finder has not acquired the Securities as a result
      of, and will not itself engage in, any "directed selling efforts" (as
      defined in Regulation S under the 1933 Act) in the United States in
      respect of any of the Securities which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of any of the Securities; provided, however, that the Finder may
      sell or otherwise dispose of any of the Securities pursuant to
      registration of any of the Securities pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(l) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Finder that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in the common Securities of the Company
      on the OTC Bulletin Board;

	 	 	 
	 	(m) 	
      the Finder is outside the United States when receiving
      and executing this Agreement and is acquiring the Securities as principal
      for its own account, for investment purposes only, and not with a view to,
      or for, resale, distribution or fractionalization thereof, in whole or in
      part, and no other person has a direct or indirect beneficial interest in
      such Securities;

	 	 	 
	 	(n) 	
      none of the Securities may be offered or sold to a U.S.
      Person or for the account or benefit of a U.S. Person (other than a
      distributor) prior to the end of the Distribution Compliance Period (as
      defined herein);

	 	 	 
	 	(o) 	
      the Company will refuse to register the transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in each case in accordance with applicable state
      securities laws;

	 	 	 
	 	(p) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Securities or has reviewed any documents in connection with the sale of
      the Securities hereunder;

	 	 	 
	 	(q) 	
      there is no government or other insurance covering any of
      the Securities;

	 	 	 
	 	(r) 	
      the issuance of the Securities to the Finder will not be
      completed if it would be unlawful or if, in the discretion of the Company
      acting reasonably, it is not in the best interests of the
  Company;

	 	 	 
	 	(s) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Securities, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and

	 	 	 
	 	(t) 	
      this Agreement is not enforceable by the Finder unless it
      has been accepted by the Company.



5.            
  REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE FINDER

5.1          
  The Finder hereby represents and warrants to and covenants with the Company
  (which representations, warranties and covenants shall survive for a period
  as set out in section 5.1 hereof) that:

	 	(a) 	
      the Finder is not a U.S. Person;

	 	 	 
	 	(b) 	
      the Finder is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(c) 	
      the Finder is resident in the jurisdiction set out on the
      front page of this Agreement;







- 4 -

	 	(d) 	
the payment of the Cash Fee and the issuance
        of the Securities to the Finder as contemplated by the delivery of this
        Agreement, the acceptance of it by the Company and the payment of the
        Cash Fee and the issuance of the Securities to the Finder complies with
        all applicable laws of the Finder’s jurisdiction of residence or
        domicile and will not cause the Company to become subject to or comply
        with any disclosure, prospectus or reporting requirements under any such
        applicable laws;

	 	 	 	 	 
	 	(e) 	 the Finder:

	 	 	 	 	 
	 		(i) 	
is knowledgeable of, or has been independently
        advised as to, the applicable securities laws of the securities regulators
        having application in the jurisdiction in which the Finder is resident
        (the “International Jurisdiction”) which would apply to the
        payment of the Cash Fee and the acquisition of the Securities, 

	 	 	 	 	 
	 		(ii) 	 is purchasing the Securities pursuant to exemptions
        from prospectus or equivalent requirements under applicable securities
        laws or, if such is not applicable, the Finder is permitted to purchase
        the Securities under the applicable securities laws of the securities
        regulators in the International Jurisdiction without the need to rely
        on any exemptions,

	 	 	 	 	 
	 		(iii) 	
acknowledges that the applicable securities
        laws of the authorities in the International Jurisdiction do not require
        the Company to make any filings or seek any approvals of any kind whatsoever
        from any securities regulator of any kind whatsoever in the International
        Jurisdiction in connection with the payment of the Cash Fee and the issue
        and sale or resale of the Securities, and

	 	 	 	 	 
	 		(iv) 	
represents and warrants that the payment of
        the Cash Fee and the acquisition of the Securities by the Finder does
        not trigger:

	 	 	 	 	 
	 			A. 	 any obligation to prepare and file a prospectus or similar
        document, or any other report with respect to such purchase in the International
        Jurisdiction, or

	 	 	 	 	 
	 			B. 	 any continuous disclosure reporting obligation of the
        Company in the International Jurisdiction, and

	 	 	 	 	 
	 			 the Finder will, if requested by the Company,
        deliver to the Company and the Agent a certificate or opinion of local
        counsel from the International Jurisdiction which will confirm the matters
        referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction
        of the Company, acting reasonably;

	 	 	 	 	 
	 	(f) 	 the Finder is acquiring the Securities as
        principal for investment only and not with a view to, or for, resale,
        distribution or fractionalization thereof, in whole or in part, and, in
        particular, it has no intention to distribute either directly or indirectly
        any of the Securities in the United States or to U.S. Persons;

	 	 	 	 	 
	 	(g) 	 the Finder is outside the United States when
        receiving and executing this Agreement;

	 	 	 	 	 
	 	(h) 	 the Finder is aware that an investment in
        the Company is speculative and involves certain risks, including the possible
        loss of the investment;

	 	 	 	 	 
	 	(i) 	 the Finder has made an independent examination
        and investigation of an investment in the Securities and the Company and
        has depended on the advice of its legal and financial advisors and agrees
        that the Company will not be responsible in anyway whatsoever for the
        Finder's decision to invest in the Securities and the Company;

	 	 	 	 	 
	 	(j) 	 the Finder has the requisite knowledge and
        experience in financial and business matters as to be capable of evaluating
        the merits and risks of the investment in the Securities and the Company;








- 5 -

	 	(k) 	
      the Finder understands and agrees that the Company and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement and agrees that
      if any of such acknowledgements, representations and agreements are no
      longer accurate or have been breached, it shall promptly notify the
      Company;

	 	 	 
	 	(l) 	
      the Finder has the legal capacity and competence to enter
      into and execute this Agreement and to take all actions required pursuant
      hereto and, if the Finder is a corporation, it is duly incorporated and
      validly subsisting under the laws of its jurisdiction of incorporation and
      all necessary approvals by its directors, shareholders and others have
      been obtained to authorize execution and performance of this Agreement on
      behalf of the Finder;

	 	 	 
	 	(m) 	
      the entering into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or the constating documents of, the
      Finder or of any agreement, written or oral, to which the Finder may be a
      party or by which the Finder is or may be bound;

	 	 	 
	 	(n) 	
      the Finder has duly executed and delivered this Agreement
      and it constitutes a valid and binding agreement of the Finder enforceable
      against the Finder;

	 	 	 
	 	(o) 	
      the Finder is not an underwriter of, or dealer in, the
      common Securities of the Company, nor is the Finder participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Securities;

	 	 	 
	 	(p) 	
      the Finder understands and agrees that none of the
      Securities have been registered under the 1933 Act, or under any state
      securities or "blue sky" laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933
      Act;

	 	 	 
	 	(q) 	
      the Finder understands and agrees that offers and sales
      of any of the Securities prior to the expiration of a period of one year
      after the date of original issuance of the Securities (the one year period
      hereinafter referred to as the "Distribution Compliance Period") shall
      only be made in compliance with the safe harbor provisions set forth in
      Regulation S, pursuant to the registration provisions of the 1933 Act or
      an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state securities
  laws;

	 	 	 
	 	(r) 	
      the Finder understands and agrees not to engage in any
      hedging transactions involving any of the Securities unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state securities
  laws;

	 	 	 
	 	(s) 	
      the Finder understands and agrees that the Company will
      refuse to register any transfer of the Securities not made in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act or pursuant to an available exemption from
      the registration requirements of the 1933 Act;

	 	 	 
	 	(t) 	
      the Finder (i) is able to fend for itself in the
      Subscription; (ii) has such knowledge and experience in business matters
      as to be capable of evaluating the merits and risks of its prospective
      investment in the Securities; and (iii) has the ability to bear the
      economic risks of its prospective investment and can afford the complete
      loss of such investment;







- 6 -

	 	(u) 	
      if the Finder is acquiring the Securities as a fiduciary
      or agent for one or more investor accounts, it has sole investment
      discretion with respect to each such account and it has full power to make
      the foregoing acknowledgments, representations and agreements on behalf of
      such account;

	 	 	 	 
	 	(v) 	
      the Finder understands and agrees that the Company and
      others will rely upon the truth and accuracy of the acknowledgments,
      representations and agreements contained in Sections 3 and 4 hereof and
      agrees that if any of such acknowledgments, representations and agreements
      are no longer accurate or have been breached, it shall promptly notify the
      Company;

	 	 	 	 
	 	(w) 	
      the Finder acknowledges that it has not acquired the
      Securities as a result of, and will not itself engage in, any "directed
      selling efforts" (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Finder may sell or otherwise dispose of any of the Securities pursuant
      to registration of any of the Securities pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 	 
	 	(x) 	
      the Finder is not aware of any advertisement of any of
      the Securities and is not acquiring the Securities as a result of any form
      of general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and

	 	 	 	 
	 	(y) 	
      no person has made to the Finder any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities,
      or

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system, except
      that currently certain market makers make market in the common shares of
      the Company on the OTC Bulletin Board.



5.2          
  In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto
  in Regulation S.

6.            
  REGISTRATION

6.1          
  In the event the Company elects to file a registration statement (the "Registration
  Statement") with the Securities and Exchange Commission (the "SEC") (other than
  a registration statement on Form S-8 or Form S-4), the Company may, in its absolute
  discretion, register all or any of the Warrant Shares (the "Registrable Securities")
  in the Registration Statement.

6.2          
  If the Company elects to register the Registrable Securities, the Company will
  furnish the Finder with written notice as soon as practicable but in no event
  less than ten (10) business days prior to the proposed filing date of the Registration
  Statement (the "Registration Notice"). The Finder will exercise the right provided
  for herein by providing written notice to the Company within five (5) business
  days of receipt of the Registration Notice (the "Rights Notice"). Upon receipt
  of the Rights Notice, the Company may include and register the Registrable Securities
  in the Registration Statement.




- 7 -

6.3          
  To register the Registrable Securities, the Finder must furnish to the Company
  such information regarding itself, the Registrable Securities to be sold by
  the Finder, and the intended method of disposition of such securities as shall
  be required to effect the registration of the Registrable Securities.

6.4          
  If the Company receives a comment from the SEC which effectively results in
  the Company having to reduce the number of Registrable Shares included on such
  Registration Statement, the Finder acknowledges that the Company may, in its
  sole discretion, reduce the number of Registrable Shares to be included in such
  Registration Statement.

6.5          
  In the event the Registrable Shares are included in the Registration Statement,
  then:

	 	(a) 	
      To the extent permitted by law, the Company will
      indemnify, defend, and hold harmless the Finder, the members, managers,
      officers, directors and agents of the Finder against any losses, claims,
      damages, or liabilities (joint or several) to which they may become
      subject under the 1933 Act or any similar federal statute, and the rules
      and regulations of the SEC thereunder, as shall be in effect at the time,
      the Securities Exchange Act of 1934 as amended (the "1934 Act"), or any
      similar federal statute, and the rules and regulations of the SEC
      thereunder, as shall be in effect at the time, or other federal,
      provincial and state law, insofar as such losses, claims, damages, or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any of the following statements, omissions, or violations (collectively, a
      "Violation"): (i) any untrue statement or alleged untrue statement of a
      material fact contained in the Registration Statement, including any
      preliminary prospectus or final prospectus contained therein or any
      amendments or supplements thereto, (ii) the omission or alleged omission
      to state therein a material fact required to be stated therein, or
      necessary to make the statements therein not misleading, or (iii) any
      violation or alleged violation by the Company of the 1933 Act, the 1934
      Act, any state or provincial securities law or any rule or regulation
      promulgated under the 1933 Act, the 1934 Act, or any state or provincial
      securities law; provided, however, that the indemnity agreement contained
      in this section shall not apply to amounts paid in settlement of any such
      loss, claim, damage, liability, or action if such settlement is effected
      without the consent of the Company, which consent shall not be
      unreasonably withheld, nor shall the Company be liable in any such case
      for any such loss, claim, damage, liability, or action to the extent that
      it arises out of or is based upon a Violation that occurs in reliance upon
      and in conformity with written information furnished expressly for use in
      connection with such registration by the Finder.

	 	 	 
	 	(b) 	
      To the extent permitted by law, the Finder will
      indemnify, defend and hold harmless the Company, its officers, directors
      and agents against any losses, claims, damages or liabilities (joint or
      several) to which they may become subject under the 1933 Act, the 1934
      Act, or other federal, provincial and state law, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out
      of or are based upon any Violation that occurs as a result of the
      Company’s reliance upon information furnished by the Finder for use in
      connection with a registration effected pursuant to this Agreement;
      provided, however, that the indemnity agreement contained in this
      subsection (b) shall not apply to amounts paid in settlement of any such
      loss, claim, damage, liability, or action if such settlement is effected
      without the consent of the Finder, which consent shall not be unreasonably
      withheld, nor shall the Finder be liable in any such case for any such
      loss, claim, damage, liability, or action to the extent that it arises out
      of or is based upon a Violation that occurs in reliance upon and in
      conformity with written information furnished expressly for use in
      connection with such registration by the Company.

	 	 	 
	 	(c) 	
      Promptly after receipt by a party entitled to be
      indemnified under this section (the "Indemnitee") of notice of the
      commencement of any action (including any governmental action), the
      Indemnitee will, if a claim in respect thereof is to be made against the
      party obligated to indemnify the Indemnitee under this section (the
      "Indemnitor"), deliver to the Indemnitor a written notice of the
      commencement thereof and the Indemnitor shall have the right to
      participate in, and to the extent the Indemnitor so desires, to assume the
      defense thereof with counsel mutually satisfactory to the parties;
      provided, however, that the Indemnitee shall have the right to retain one
      separate counsel, with the fees and expenses to be paid by the Indemnitor,
      if representation of the Indemnitee by the







- 8 -


  counsel retained by the Indemnitor would be inappropriate
    due to actual or potential differing interests between the Indemnitee and
    any other party represented by such counsel in such proceeding. The failure
    to deliver written notice to the Indemnitor within a reasonable time after
    the commencement of any such action, if prejudicial to the Indemnitor's ability
    to defend such action, shall relieve the Indemnitor of any liability to the
    Indemnitee under this section, but the omission so to deliver written notice
    to the Indemnitor will not relieve it of any liability that it may have to
    the Indemnitee otherwise than under this section.



7.            
  BROKER DEALER REGISTRATION

7.1          
  Finder represents and warrants to the Company that the nature of its business,
  and the performance of its services to the Company in connection with the payment
  of the Cash Fee and the issuance of the Securities, does not require it to be
  registered as a broker-dealer pursuant to the Securities Exchange Act of 1934,
  as amended, or pursuant to the securities laws of any state or other jurisdiction.
  Finder agrees to provide the Company with reasonable assistance relating to
  any registration, qualification or other requirements of applicable securities
  laws and other regulatory matters (at no cost to the Company), and Finder shall
  indemnify the Company against any and all claims, demands, actions, suits, proceedings,
  assessments, judgments, damages, costs (including all out of pocket legal costs),
  losses and expenses, including any payment made in good faith in settlement
  of any claim, incurred by the Company as a result of the failure of Finder to
  be appropriately registered as a broker-dealer.

8.            
  REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY

8.1          
  The Finder acknowledges that the representations and warranties contained herein
  are made by it with the intention that such representations and warranties may
  be relied upon by the Company and its legal counsel in determining the Finder's
  eligibility to purchase the Securities under applicable securities legislation,
  or (if applicable) the eligibility of others on whose behalf it is contracting
  hereunder to purchase the Securities under applicable securities legislation.
  The Finder further agrees that by accepting delivery of the certificates representing
  the Securities on the date hereof, it will be representing and warranting that
  the representations and warranties contained herein are true and correct as
  at the date hereof and that they will survive the acquisition by the Finder
  of Securities and will continue in full force and effect notwithstanding any
  subsequent disposition by the Finder of such Securities.

9.            
  RESALE RESTRICTIONS

9.1          
  The Finder acknowledges that any resale of the Securities will be subject to
  resale restrictions contained in the securities legislation applicable to each
  Finder or proposed transferee. The Finder acknowledges that the Securities have
  not been registered under the 1933 Act or the securities laws of any state of
  the United States. The Securities may not be offered or sold in the United States
  unless registered in accordance with federal securities laws and all applicable
  state securities laws or exemptions from such registration requirements are
  available.

10.         
   BRITISH COLUMBIA RESALE RESTRICTION

10.1         The Finder
  acknowledges that the Securities are subject to resale restrictions in British
  Columbia and may not be traded in British Columbia except as permitted by the
  Securities Act (British Columbia) (the "BC Act") and the rules made thereunder.

10.2         Pursuant
  to National Instrument 45-102, as adopted by the British Columbia Securities
  Commission, a subsequent trade in the Securities will be a distribution subject
  to the prospectus and registration requirements of applicable Canadian securities
  legislation (including the BC Act) unless certain conditions are met, which
  conditions include a hold period (the "Canadian Hold Period") that shall have
  elapsed from the date on which the Securities were issued to the Finder and,
  during the currency of the Canadian Hold Period, any certificate representing
  the Securities is to be imprinted with a restrictive legend (the "Canadian Legend").

10.3         By executing
  and delivering this Agreement, the Finder will have directed the Company not
  to include the Canadian Legend on any certificates representing the Securities
  to be issued to the Finder.




- 9 -

10.4         As a consequence,
  the Finder will not be able to rely on the resale provisions of National Instrument
  45-102, and any subsequent trade in any of the Securities during or after the
  Canadian Hold Period will be a distribution subject to the prospectus and registration
  requirements of Canadian securities legislation, to the extent that the trade
  is at that time subject to any such Canadian securities legislation.

11.          
  ACKNOWLEDGEMENT AND WAIVER

11.1          The
  Finder has acknowledged that the decision to acquire the Securities was solely
  made on the basis of publicly available information. The Finder hereby waives,
  to the fullest extent permitted by law, any rights of withdrawal, rescission
  or compensation for damages to which the Finder might be entitled in connection
  with the distribution of any of the Securities.

12.           
  LEGENDING AND REGISTRATION OF SUBJECT SECURITIES

12.1          The
  Finder hereby acknowledges that upon the issuance of the Securities, and until
  such time as the same is no longer required under the applicable securities
  laws and regulations, the certificates representing any of the Securities will
  bear a legend in substantially the following form:


  
    
      
        THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED
          IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
          DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES
          ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED
          HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
          LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY
          OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS
          EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933
          ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
          ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
          NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
          EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
          IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
          CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND
          "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

      

    

  



12.2          The
  Finder hereby acknowledges and agrees to the Company making a notation on its
  records or giving instructions to the registrar and transfer agent of the Company
  in order to implement the restrictions on transfer set forth and described in
  this Agreement.

13.           
  COSTS

13.1          The
  Finder acknowledges and agrees that all costs and expenses incurred by the Finder
  (including any fees and disbursements of any special counsel retained by the
  Finder) relating to the purchase of the Securities shall be borne by the Finder.

14.          
   GOVERNING LAW

14.1          This
  Agreement is governed by the laws of the Province of British Columbia and the
  federal laws applicable therein. The parties irrevocably attorn to the exclusive
  jurisdiction of the courts of British Columbia with respect to any legal proceedings
  arising here from.




- 10 -

15.           
  SURVIVAL

15.1          This
  Agreement, including without limitation the representations, warranties and
  covenants contained herein, shall survive and continue in full force and effect
  and be binding upon the parties hereto notwithstanding the completion of the
  purchase of the Securities by the Finder pursuant hereto.

16.          
   ASSIGNMENT

16.1          This
  Agreement is not transferable or assignable.

17.           
  EXECUTION

17.1          The
  Company shall be entitled to rely on delivery by facsimile machine of an executed
  copy of this Agreement and acceptance by the Company of such facsimile copy
  shall be equally effective to create a valid and binding agreement between the
  Finder and the Company in accordance with the terms hereof.

18.           
  SEVERABILITY

18.1          The
  invalidity or unenforceability of any particular provision of this Agreement
  shall not affect or limit the validity or enforceability of the remaining provisions
  of this Agreement.

19.           
  ENTIRE AGREEMENT

19.1          Except
  as expressly provided in this Agreement and in the agreements, instruments and
  other documents contemplated or provided for herein, this Agreement contains
  the entire agreement between the parties with respect to the sale of the Securities
  and there are no other terms, conditions, representations or warranties, whether
  expressed, implied, oral or written, by statute or common law, by the Company
  or by anyone else.

20.           
  NOTICES

20.1          All
  notices and other communications hereunder shall be in writing and shall be
  deemed to have been duly given if mailed or transmitted by any standard form
  of telecommunication. Notices to the Finder and the Company shall be directed
  to it at the respective addresses on page 1 of this Agreement.

21.           
  COUNTERPARTS

21.1          This
  Agreement may be executed in any number of counterparts, each of which, when
  so executed and delivered, shall constitute an original and all of which together
  shall constitute one instrument. Delivery of an executed copy of this Agreement
  by electronic facsimile transmission or other means of electronic communication
  capable of producing a printed copy will be deemed to be execution and delivery
  of this Agreement as of the date hereinafter set forth.

[The remainder of this page left intentionally blank]




- 11 -

IN WITNESS WHEREOF the Finder has duly executed this
Agreement as of the date of acceptance by the Company.

	 	 
	 	(Name of Finder – Please type or print) 
	 	 
	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	 
	 	(Address of Finder) 
	 	 
	 	 
	 	(City, State or Province, Postal Code of
      Finder) 
	 	 
	 	 
	 	(Country of Finder) 






- 12 -

A C C E P T A N C E

The above-mentioned Agreement in respect of the Securities is
hereby accepted by ARKANOVA ENERGY CORPORATION.

DATED March 1, 2007.

ARKANOVA ENERGY CORPORATION


Per:___________________________________________________
      
Authorized Signatory




SCHEDULE A

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID 
AT 5:00
P.M. (VANCOUVER TIME) ON MARCH 1, 2010.

SHARE PURCHASE WARRANTS 
TO PURCHASE COMMON SHARES
OF
ARKANOVA ENERGY CORPORATION

THIS IS TO CERTIFY THAT _____________________________________,
(the “Holder”) of _____________________________________, has the right to
purchase, upon and subject to the terms and conditions hereinafter referred to,
up to_______________________________________ fully paid and non-assessable
common shares (the “Shares”) in the capital of ARKANOVA ENERGY CORPORATION (the
“Company”) for the term from March 1, 2008 until 5:00 p.m. (Vancouver time) on
March 1, 2010 (the “Expiry Date”) at a price per Share (the “Exercise Price”) of
US$1.00 on the terms and conditions attached hereto as Appendix “A” (the “Terms
and Conditions”).

	1. 	
      ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO
      PURCHASE ONE SHARE. THIS CERTIFICATE REPRESENTS
      ________________________________________ WARRANTS. 

	  	
      

	2. 	
      These Warrants are issued subject to the Terms and
      Conditions, and the Warrant Holder may exercise the right to purchase
      Shares only in accordance with those Terms and Conditions. 

	  	
      

	3. 	
      Nothing contained herein or in the Terms and Conditions
      will confer any right upon the Holder hereof or any other person to
      subscribe for or purchase any Shares at any time subsequent to the Expiry
      Date, and from and after such time, this Warrant and all rights hereunder
      will be void and of no value. 



IN WITNESS WHEREOF the Company has executed this Warrant
Certificate this 1st day of March, 2007.

ARKANOVA ENERGY CORPORATION


Per:___________________________________________________
      
Authorized Signatory




- 2 -

PLEASE NOTE THAT ALL SHARE CERTIFICATES MUST BE LEGENDED AS
FOLLOWS DURING THE CURRENCY OF APPLICABLE HOLD PERIODS:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.




APPENDIX “A”

TERMS AND CONDITIONS dated March 1, 2007, attached to the
Warrants issued by ARKANOVA ENERGY CORPORATION.

1.        INTERPRETATION

1.1      Definitions

In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith:

	 	(a) 	
      “Company” means ARKANOVA ENERGY CORPORATION until a
      successor corporation will have become such as a result of consolidation,
      amalgamation or merger with or into any other corporation or corporations,
      or as a result of the conveyance or transfer of all or substantially all
      of the properties and estates of the Company as an entirety to any other
      corporation and thereafter “Company” will mean such successor
      corporation;

	 	 	 
	 	(b) 	
      “Company’s Auditors” means an independent firm of
      accountants duly appointed as auditors of the Company;

	 	 	 
	 	(c) 	
      “Director” means a director of the Company for the time
      being, and reference, without more, to action by the directors means
      action by the directors of the Company as a Board, or whenever duly
      empowered, action by an executive committee of the Board;

	 	 	 
	 	(d) 	
      “herein”, “hereby” and similar expressions refer to these
      Terms and Conditions as the same may be amended or modified from time to
      time; and the expression “Article” and “Section,” followed by a number
      refer to the specified Article or Section of these Terms and
      Conditions;

	 	 	 
	 	(e) 	
      “person” means an individual, corporation, partnership,
      trustee or any unincorporated organization and words importing persons
      have a similar meaning;

	 	 	 
	 	(f) 	
      “shares” means the common shares in the capital of the
      Company as constituted at the date hereof and any shares resulting from
      any subdivision or consolidation of the shares;

	 	 	 
	 	(g) 	
      “Warrant Holders” or “Holders” means the holders of the
      Warrants; and

	 	 	 
	 	(h) 	
      “Warrants” means the warrants of the Company issued and
      presently authorized and for the time being
outstanding.



1.2      Gender

Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders.

1.3      Interpretation not affected
  by Headings

The division of these Terms and Conditions into Articles and
Sections, and the insertion of headings are for convenience of reference only
and will not affect the construction or interpretation thereof.

1.4      Applicable Law

The Warrants will be construed in accordance with the laws of
the Province of British Columbia.




- 2 -

2.        ISSUE
  OF WARRANTS

2.1      Additional Warrants

The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase shares of its
capital stock.

2.2      Warrant to Rank Pari Passu

All Warrants and additional warrants, options or similar rights
to purchase shares from time to time issued or granted by the Company, will rank
pari passu whatever may be the actual dates of issue or grant thereof, or
of the dates of the certificates by which they are evidenced.

2.3      Issue in substitution for Lost
  Warrants

	 	(a) 	
      In case a Warrant becomes mutilated, lost, destroyed or
      stolen, the Company, at its discretion, may issue and deliver a new
      Warrant of like date and tenor as the one mutilated, lost, destroyed or
      stolen, in exchange for and in place of and upon cancellation of such
      mutilated Warrant, or in lieu of, and in substitution for such lost,
      destroyed or stolen Warrant and the substituted Warrant will be entitled
      to the benefit hereof and rank equally in accordance with its terms with
      all other Warrants issued or to be issued by the Company.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant pursuant
      hereto will bear the cost of the issue thereof and in case of loss,
      destruction or theft furnish to the Company such evidence of ownership and
      of loss, destruction, or theft of the Warrant so lost, destroyed or stolen
      as will be satisfactory to the Company in its discretion and such
      applicant may also be required to furnish indemnity in amount and form
      satisfactory to the Company in its discretion, and will pay the reasonable
      charges of the Company in connection therewith.



2.4      Warrant Holder Not a Shareholder

The holding of a Warrant will not constitute the Holder thereof
a shareholder of the Company, nor entitle him to any right or interest in
respect thereof except as in the Warrant expressly provided.

3.        NOTICE

3.1      Notice to Warrant Holders

Any notice required or permitted to be given to the Holders
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Holder appearing on the Holder’s
Warrant or to such other address as any Holder may specify by notice in writing
to the Company, and any such notice will be deemed to have been given and
received by the Holder to whom it was addressed if mailed, on the third day
following the mailing thereof, if by facsimile or other electronic
communication, on successful transmission, or, if delivered, on delivery; but if
at the time or mailing or between the time of mailing and the third business day
thereafter there is a strike, lockout, or other labour disturbance affecting
postal service, then the notice will not be effectively given until actually
delivered.

3.2      Notice to the Company

Any notice required or permitted to be given to the Company
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the Company to
whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other 




- 3 -

electronic communication, on successful transmission, or, if
delivered, on delivery; but if at the time or mailing or between the time of
mailing and the third business day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered:

ARKANOVA ENERGY CORPORATION 
Suite
1650 – 200 Burrard Street 
Vancouver, British Columbia 
V6C 3L6

Attention: President 

Fax No. (604) 484-6333 

with a copy to:

Clark Wilson LLP 
Barristers and
Solicitors 
800 – 885 West Georgia Street 
Vancouver, British Columbia

Canada V6C 3H1

Attention: Cam McTavish

Fax: (604) 687-6314

4.        EXERCISE
  OF WARRANTS

4.1      Method of Exercise of Warrants

	 	(a) 	
      The right to purchase shares conferred by the Warrants
      may be exercised by the Holder surrendering the Warrant Certificate
      representing same, with a duly completed and executed subscription in the
      form attached hereto as Appendix "B" and a bank draft or certified cheque
      payable to the Company for the purchase price in lawful money of the
      United States of America, to the Company at the address set forth in, or
      from time to time specified by the Company pursuant to, Section
    23.2.

	 	 	 
	 	(b) 	
If at any time after one year from the date of issuance
        of this Warrant there is no effective registration statement registering
        the resale of the shares underlying this Warrant by the Holder at such
        time, and provided that, if requested by the Company, the Holder provides
        the information to the Company set out in section 5.3 of the Finder's
        Fee Agreement dated March 1, 2007, this Warrant may also be exercised
        at such time by means of a “cashless exercise” in which the
        Holder shall be entitled to receive a certificate for the number of shares
        equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:




		(A) = 	
      the closing bid price of the shares on the trading day
      immediately preceding the date of such election; 

	 	  	
       

	 	(B) = 	
      the Exercise Price of this Warrant, as adjusted; and
    

	 	  	
       

		(X) = 	
      the number of shares issuable upon exercise of this
      Warrant in accordance with the terms of this Warrant by means of a cash
      exercise rather than a cashless exercise. 







- 4 -

4.2      Effect of Exercise of Warrants

	 	(a) 	
      Upon surrender and payment as aforesaid the shares so
      subscribed for will be deemed to have been issued and such person or
      persons will be deemed to have become the Holder or Holders of record of
      such shares on the date of such surrender and payment, and such shares
      will be issued at the subscription price in effect on the date of such
      surrender and payment.

	 	 	 
	 	(b) 	
      Within ten business days after surrender and payment as
      aforesaid, the Company will forthwith cause to be delivered to the person
      or persons in whose name or names the shares so subscribed for are to be
      issued as specified in such subscription or mailed to him or them at his
      or their respective addresses specified in such subscription, a
      certificate or certificates for the appropriate number of shares not
      exceeding those which the Warrant Holder is entitled to purchase pursuant
      to the Warrant surrendered.



4.3      Subscription for Less Than
  Entitlement

The Holder of any Warrant may subscribe for and purchase a
number of shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of shares
less than the number which can be purchased pursuant to a Warrant, the Holder
thereof upon exercise thereof will in addition be entitled to receive a new
Warrant in respect of the balance of the shares which he was entitled to
purchase pursuant to the surrendered Warrant and which were not then
purchased.

4.4      Warrants for Fractions of Shares

To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a share, such
right may be exercised in respect of such fraction only in combination with
another Warrant or other Warrants which in the aggregate entitle the Holder to
receive a whole number of such shares.

4.5      Expiration of Warrants

After the expiration of the period within which a Warrant is
exercisable, all rights thereunder will wholly cease and terminate and such
Warrant will be void and of no effect.

4.6      Time of Essence

 Time will be of the essence hereof. 

4.7      Subscription Price

Each Warrant is exercisable at a price per share (the “Exercise
Price”) of US$1.00. One (1) Warrant and the Exercise Price are required to
subscribe for each share during the term of the Warrants.

4.8      Adjustment of Exercise Price

	 	(a) 	
      The Exercise Price and the number of shares deliverable
      upon the exercise of the Warrants will be subject to adjustment in the
      event and in the manner following:

	 	 	 	 
	 		(i) 	
      If and whenever the shares at any time outstanding are
      subdivided into a greater or consolidated into a lesser number of shares
      the Exercise Price will be decreased or increased proportionately as the
      case may be; upon any such subdivision or consolidation the number of
      shares deliverable upon the exercise of the Warrants will be increased or
      decreased proportionately as the case may be.

	 	 	 	 
	 		(ii) 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Company or in the case of the
      consolidation, merger or amalgamation of the
Company







- 5 -

with or into any other Company
(hereinafter collectively referred to as a “Reorganization”), each Warrant will
after such Reorganization confer the right to purchase the number of shares or
other securities of the Company (or of the Company’s resulting from such
Reorganization) which the Warrant Holder would have been entitled to upon
Reorganization if the Warrant Holder had been a shareholder at the time of such
Reorganization.

In any such case, if necessary,
appropriate adjustments will be made in the application of the provisions of
this Article Four relating to the rights and interest thereafter of the Holders
of the Warrants so that the provisions of this Article Four will be made
applicable as nearly as reasonably possible to any shares or other securities
deliverable after the Reorganization on the exercise of the Warrants.

The subdivision or consolidation of
shares at any time outstanding into a greater or lesser number of shares
(whether with or without par value) will not be deemed to be a Reorganization
for the purposes of this clause 24.8(a)(ii) .

	 	(b) 	
      The adjustments provided for in this Section 24.8 are
      cumulative and will become effective immediately after the record date or,
      if no record date is fixed, the effective date of the event which results
      in such adjustments.



4.9      Determination of Adjustments

If any questions will at any time arise with respect to the
Exercise Price or any adjustment provided for in Section 4.8, such questions
will be conclusively determined by the Company’s Auditors, or, if they decline
to so act any other firm of certified public accountants registered with the
Public Company Accounting Oversight Board that the Company may designate and who
will have access to all appropriate records and such determination will be
binding upon the Company and the Holders of the Warrants.

5.        WAIVER
  OF CERTAIN RIGHTS

5.1      Immunity of Shareholders, etc.

The Warrant Holder, as part of the consideration for the issue
of the Warrants, waives and will not have any right, cause of action or remedy
now or hereafter existing in any jurisdiction against any past, present or
future incorporator, shareholder, Director or Officer (as such) of the Company
for the issue of shares pursuant to any Warrant or on any covenant, agreement,
representation or warranty by the Company herein contained or in the
Warrant.

6.        MODIFICATION
  OF TERMS, MERGER, SUCCESSORS

6.1      Modification of Terms and Conditions
  for Certain Purposes

From time to time the Company may, subject to the provisions of
these presents, modify the Terms and Conditions hereof, for the purpose of
correction or rectification of any ambiguities, defective provisions, errors or
omissions herein.

6.2      Warrants Not Transferable

The Warrant and all rights attached to it are not
transferable.




- 6 -

DATED as of the date first above written in these Terms and
Conditions.

ARKANOVA ENERGY
CORPORATION


By::___________________________________________________
      
Authorized Signatory




APPENDIX B

WARRANT EXERCISE FORM

	TO: 	ARKANOVA ENERGY CORPORATION

	  	Suite 1650 – 200 Burrard Street
    
	  	Vancouver, British Columbia

	  	V6C 3L6 


The undersigned Holder of the within Warrants hereby subscribes
  for ___________________ common shares (the “Shares”) of ARKANOVA
  ENERGY CORPORATION (the “Company) pursuant to the within Warrants at US$1.00
  per Share on the terms specified in the said Warrants. This subscription is
  accompanied by a certified cheque or bank draft payable to or to the order of
  the Company for the whole amount of the purchase price of the Shares. The undersigned
  Holder represents that, at the time of exercise of the Warrants, all of the
  representations and warranties contained in the Finder’s Fee Agreement
  between the Company and the undersigned Holder pursuant to which these Warrants
  were issued are true and accurate. The undersigned hereby directs that the Shares
  be registered as follows:

	NAME(S) IN FULL 	 	ADDRESS(ES) 	 	NUMBER OF SHARES 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	  	 	TOTAL: 	 	  
	 	 	 	 	 


(Please print full name in which share certificates are to be
issued, stating whether Mr., Mrs. or Miss is applicable).

DATED this _____ day of ______________________, 200___.

In the presence of:

	 	 	 
	Signature of Witness 	 	Signature of Warrant Holder



Please print below your name and address in full.

	Name (Mr./Mrs./Miss) 	 
	 	 
	Address 	 
	 	 
	 	 


INSTRUCTIONS FOR SUBSCRIPTION

The signature to the subscription must correspond in every
particular with the name written upon the face of the Warrant without alteration
or enlargement or any change whatever. If there is more than one subscriber, all
must sign.

In the case of persons signing by agent or attorney or by
personal representative(s), the authority of such agent, attorney or
representative(s) to sign must be proven to the satisfaction of the Company.

If the Warrant certificate and the form of subscription are
being forwarded by mail, registered mail must be employed.




- 2 -

SCHEDULE B

BRITISH COLUMBIA ACCREDITED INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Agreement.

The purpose of this BC Questionnaire is to assure the Company
that the Finder will meet certain requirements of National Instrument 45-106
("NI 45-106"). The Company will rely on the information contained in this BC
Questionnaire for the purposes of such determination.

The Finder covenants, represents and warrants to the Company
that:

	 	1. 	
      The Finder has such knowledge and experience in financial
      and business matters as to be capable of evaluating the merits and risks
      of the transactions detailed in the Agreement and the Finder is able to
      bear the economic risk of loss arising from such transactions;

	 	 	 	 
	 	2. 	
      The Finder satisfies one or more of the categories of
      "accredited investor" (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):

	 	 	 	 
	 		[ ] 	
      (a) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000;

	 	 	 	 
	 		[ ] 	
      (b) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year;

	 	 	 	 
	 		[ ] 	
      (c) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000;

	 	 	 	 
	 		[ ] 	
      (d) a person, other than a person or investment fund,
      that had net assets of at least CDN$5,000,000 as reflected on its most
      recently prepared financial statements; or

	 	 	 	 
	 		[ ] 	
      (e) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited
    investors.



The Finder acknowledges and agrees that the Finder may be
required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Finder's eligibility to acquire the Securities under relevant legislation.




- 3 -

IN WITNESS WHEREOF, the undersigned has executed this BC
Questionnaire as of the ________ day of __________________, 2007.

	If an Individual: 	 	If a Corporation, Partnership or Other Entity:
    
	 	 	 
	 	 	 
	Signature 	 	Print or Type Name of Entity 
	 	 	 
	 	 	 
	Print or Type Name 	 	Signature of Authorized Signatory 
	 	 	 
	 	 	 
	  	 	Type of Entity