---

UNIT SUBSCRIPTION AGREEMENT(Accredited Investor
Form)

|TO: | Austral Pacific Energy Ltd.
      (herein Austral or Issuer)
|--- | ----------------------------------------------------------------
|    | 284 Karori Road                                                 
|    | Karori, Wellington                                              
|    | New Zealand                                                     
|    | **Phone: 64
      44 76 2717 Fax: 64 44 76 0120**               

RE: Purchase of US$2.50 Units of Austral (each Unit
comprising a common share and one-half of one 12-month common share purchase
which may be subject to accelerated expiry).

|Reference Date:
      August 30, 2005 | Cut-off Date: September 16, 2005 (New Zealand)
|------------------------------------- | ----------------------------------------------

Instructions to complete this Subscription for US$2.50 Units
of Austral

|1. | All investors:enter number of Units purchased,
      subscription amount to be paid and Name and Address on page 2 and Sign on
      page 4. If applicable, disclose any Shares of the Issuer you currently
      hold where indicated on page 3 (needed for TSX Venture Exchange)                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | All investors: include Registration or Delivery
      Instructions on page 2 (if different from the name and address at the top
      of page 2)                                                                                                                                                                                                                                            
|3. | Ifthe investor is not an individual (i.e. a
      natural person) or it is a Portfolio Manager  Complete TSX Venture
      Exchange Registration Form 4C. (If you have previously filed this form in
      connection with another transaction or issuer on the TSX Venture Exchange
      and your information has not changed you need NOT complete another one.)
      (See Schedule A).
|4. | Ifyou are an Insider of the Issuer or Pro
      Group member (as defined), see page 3.                                                                                                                                                                                                                                                                                                  
|5. | Ifyou are a resident of Canada, complete Schedule
      B-1, B-2 (British Columbia & Alberta) or C (Ontario).                                                                                                                                                                                                                                                                               
|6. | Ifyou are a U.S. Person you must be Accredited
       Sign the Certificate of U.S. Person (Schedule D).                                                                                                                                                                                                                                                                                
|7. | Ifyou are resident outside of Canada and the
      United States, you need only complete pages 2-4 and Schedule A if
      applicable (i.e. Portfolio Manager).                                                                                                                                                                                                                             
|8. | All investorsfax or courier completed form and
      courier or wire subscription funds to the Issuer, at the above address,
      Attention: Bruce McGregor, Chief Financial Officer. All monetary amounts
      herein are in U.S. dollars . Certified cheque or bank draft should be
      payable to: Austral Pacific Energy Ltd.                                                     

Documents and funds to be received no later than Friday,
September 16, 2005 at 5:00 p.m. New Zealand time. Completion will occur
approximately 10 days thereafter upon AMEX acceptance.

Wiring Instructions:

|Bank: | Bank of New York         | Account Name: | ASB Bank Limited
|----- | ------------------------ | ------------- | ----------------
|      | 1 Wall Street, Floor 9   | Chips Code:   | UID271760       
|      | New York NY 10286        | Swift:        | IRVTUS3N        
|      | United States of America | Telex:        | 62832 IRVBNK    

|For further credit to: | Austral Pacific Energy (NZ) Limited
|---------------------- | -----------------------------------
|Under advice to:       | Treasury Dealers                   
|                       | ASB Bank Limited, Auckland         
|                       | Swift: ASBBNZ2A                    
|                       | Account Number: 21099188-USD-21    

Consent to the Disclosure of Information under Privacy
LegislationThe Investor acknowledges that certain Personal Information
(information about an identifiable individual) about the Investor may be
required to be disclosed by the Issuer to the TSX Venture Exchange (the
Exchange) pursuant to Exchange policies and the Investor consents to the
disclosure of such Personal Information by the Issuer to the Exchange, and to
the collection, use and disclosure of such Personal Information by the Exchange
in accordance with its specified purposes.

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- 2 -

|____________________________________________          |  | Number of Units:
      _______________________________
|----------------------------------------------------- |  | ------------------------------------------------------
|(Name of Investor  please print)                     |  |                                                       
|____________________________________________          |  |                                                       
|(Signature of Investor)                               |  |                                                       
|____________________________________________          |  |                                                       
|(Official Capacity or Title of Signatory, if Investor |  |                                                       
|is not an individual  please print)                  |  |                                                       
|____________________________________________          |  |                                                       
|(Please print name of individual whose signature      |  |                                                       
|appears above if different than the name of the       |  |                                                       
|name of the Investor printed above.)                  |  |                                                       
|____________________________________________          |  | Aggregate Subscription Price for Units:               
|(Investors Address)                                  |  |                                                       
|____________________________________________          |  | $
    ___________________________________________     
|                                                      |  | **Payable to: Austral Pacific Energy
      Ltd.**     
|____________________________________________          |  |                                                       
|Investors Telephone Number and Fax Number)           |  |                                                       
|____________________________________________          |  |                                                       
|Investors E-Mail Address (optional)                  |  |                                                       
|                                                      |  |                                                       
|REGISTER the Units as set forth below                 |  | DELIVER the Units as set forth below:                 
|____________________________________________          |  | ____________________________________________          
|Name                                                  |  | Name                                                  
|____________________________________________          |  | ____________________________________________          
|Account reference, if applicable                      |  | Account reference, if applicable                      
|____________________________________________          |  | ____________________________________________          
|Address                                               |  | Contact Name                                          
|                                                      |  | ____________________________________________          
|____________________________________________          |  | Address                                               
|                                                      |  | ____________________________________________          
|                                                      |  |                                                       
|                                                      |  | ____________________________________________          
|                                                      |  | Telephone Number                                      

OTHER INFORMATION TO BE COMPLETED BY EACH INVESTOR

|A.   | Corporate Placee or Investment
      Portfolio Manager Registration Form(Schedule A)                                                                                                                                                                                                                                                                    
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | The Investor, if not an
      individual (i.e., a natural person), either [CHECK WHERE
      APPROPRIATE]:                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                         
|____ | has previously filed with the Exchange a Form 4C,
      Corporate Placee Registration Form, and represents and warrants that there
      has been no change to any of the information in the Corporate Placee
      Registration Form previously filed with the TSX Venture Exchange Inc. (the
      TSX Venture) up to the date of this Agreement; or
|     |                                                                                                                                                                                                                                                                                                                                                         
|____ | hereby delivers to the Issuer a completed Form 4C,
      Corporate Placee Registration Form, in the form attached hereto as for
      filing with the TSX Venture; and                                                                                                                                                                                  

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- 3 -

|B.   | Present Ownership of
      Securities                                                                                                                                                                                                                                                                                                                                                                      
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | The Investor either [CHECK
      APPROPRIATE ITEM]:                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|____ | does not own directly or indirectly, or exercises control
      or direction over, any common shares in the capital stock of the Issuer or
      securities convertible into common shares in the capital stock of the
      Issuer (excluding the Units subscribed for herein); or                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|____ | owns directly or indirectly, or exercises control or
      direction over, ___________________ common shares in the capital stock of
      the Issuer and options, warrants and convertible securities entitling the
      Investor to acquire an additional ________________ common shares in the
      capital stock of the Issuer (excluding the Units ___________________
      subscribed for herein).
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|C.   | Insider Status                                                                                                                                                                                                                                                                                                                                                                                             
|     | The Investor either [CHECK IF
      APPROPRIATE]:                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|____ | is NOTan Insider of the
      Issuer as defined in the British Columbia Securities Act;                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|____ | is an Insider of the Issuer as
      defined in the British Columbia Securities Act, namely: Insider means:                                                                                                                                                                                                                                                                                            

(a) a director or senior officer of the
issuer;(b) a director or senior officer of a person that is itself an
insider or subsidiary of the issuer; (c) a person that has
                    
(i)      direct or indirect beneficial ownership
of;                      (ii)    
control or direction over;
or                    
(iii)   a combination of direct or indirect beneficial ownership
of and of control or direction over securities of the issuer carrying more than
10% of the voting rights attached to all the issuers outstanding voting
securities, excluding, for the purpose of the calculation of the percentage
held, any securities held by the person as underwriter in the course of a
distribution, or (d) the issuer itself, if it has purchased, redeemed or
otherwise acquired any securities of its own issue, for so long as it continues
to hold those securities.

|D.   | Member of Pro Group                                                                                      
|---- | -----------------------------------------------------------------------------------------------------------
|     | The Investor either [CHECK IF
      APPROPRIATE]:                                                          
|     |                                                                                                            
|____ | is NOTa Member of the
      Pro Group as defined in the Rules of the TSX Venture                         
|     |                                                                                                            
|____ | is a Member of the Pro Group as
      defined in the Rules of the TSX Venture, namely: Pro Group means:

1.     Subject to
subparagraphs (2), (3) and (4), Pro Group shall include, either individually
or as a group:         (a) the member (i.e. a
member of the TSX Venture under its requirements);
        (b) employees of the member;
        (c) partners, officers and
directors of the member;         (d)
affiliates of the member; and         (e)
associates of any parties referred to in subparagraphs (1) through (4).

2.    The TSX Venture
may, in its discretion, include a person or party in the Pro Group for the
purposes of a particular calculation where the TSX Venture determines that the
person is not acting at arms length of the member;

3.    The TSX Venture
may, in its discretion, exclude a person from the Pro Group for the purposes of
a particular calculation where the TSX Venture determines that the person is
acting at arms length of the member;

4.     The member
may deem a person who would otherwise be included in the Pro Group pursuant to
subparagraph (1) to be excluded from the Pro Group where the member determines
that:          (a) the person is an
affiliate or associate of the member acting at arms length of the member;
         (b) the associate or
affiliate has a separate corporate and reporting structure;
         (c) there are sufficient
controls on information flowing between the member and the associate or
affiliate; and          (d) the
member maintains a list of such excluded persons.

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- 4 -

ACCEPTANCE:The Issuer hereby accepts the above
subscription.

AUSTRAL PACIFIC ENERGY LTD.

|Per:    
      _________________________________________ | Acceptance Date:
_________________________
|-------------------------------------------------------- | ------------------------------------------
|Authorized Signatory                                     |                                           

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- 5 -

Purchase of US$2.50 Units Exempt from Prospectus
Requirements Definitions

(a)          
Accredited Investor means generally a high net worth or high income
person, specifically defined as:

(i)           an
Investor resident in the Provinces of Alberta or British Columbia, Canada who is
an accredited investor as defined in Section 1.1 of Multilateral Instrument
45-103 (see Schedule B-1);

(ii)          an
Investor resident in the Province of Ontario, Canada who is an accredited
investor as defined in Ontario Securities Commission Rule 45-501 (see Schedule
C); or

(iii)         a U.S.
Person who is an accredited investor as defined in Rule 501(a) of Regulation D
(see Schedule D);

(b)          
AMEX means American Stock Exchange, the U.S. stock exchange on which
Australs shares are traded.

(c)          
Applicable Securities Laws means the securities legislation having
application and the rules, policies, notices and orders issued by applicable
securities regulatory authorities, including AMEX, NZSX and the TSX Venture,
having application over this Offering and the Issuer in the Principal Canadian
Jurisdictions;

(d)          
Closing means a completion of an issue and sale by the Issuer and the
purchase by the Investors of the Securities pursuant to this Subscription
Agreement at 10:00 a.m. on the Closing Date. Closings may occur on one or more
dates as the Issuer may determine within the requirements of Regulatory
Acceptance;

(e)          
Closing Date means the day following Regulatory Acceptance of this
subscription and others which form part of the Offering and which is expected to
occur on or about September 30, 2005 as the Issuer may determine within the
requirements of the TSX Venture, AMEX and NZSX. On the Closing Date the Shares
and Warrants comprising the Units will be issued and delivered to Investor or as
it may direct;

(f)          
Cut-off Date means the date after which the Issuer need no longer
accept Subscriptions. The Cut-off Date is September 16, 2005.

(g)          
Exemptions means the exemptions from the registration and prospectus or
equivalent requirements under Applicable Securities Laws;

(h)          
Foreign Portfolio Manager means a person who carries on business as a
portfolio manager (within the meaning of that term under Applicable Securities
Laws) in an Overseas Jurisdiction and who purchases Units as an agent for fully
managed accounts;

(i)          
fully managed in relation to an account, means that the Investor has
the discretion as to the account as contemplated by Applicable Securities
Law;

(j)          
Investor means the person or persons named as Investor on the face page
of this Subscription Agreement and if more than one person is so named, means
all of them jointly and severally;

(k)          
material means material in relation to the Issuer and any subsidiary
considered on a consolidated basis;

(l)          
material change means any change in the business, operations, assets,
liabilities, ownership or capital of the Issuer and any subsidiary considered on
a consolidated basis that would reasonably be expected to have a significant
effect on the market price or value of the Issuers securities;

(m)          
material fact means any fact that significantly affects or would
reasonably be expected to have a significant effect on the market price or value
of the Issuers securities;

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- 6 -

(n)          
misrepresentation is as generally defined under Applicable Securities
Laws;

(o)          
NZSX means the New Zealand Stock Exchange;

(p)          
Offering means the planned sale by the Issuer of up to US$10,000,000 of
Units on the terms set forth in this Agreement. There is no minimum aggregate
Offering;

(q)          
Overseas Jurisdiction means a country other than Canada or the United
States;

(r)          
Portfolio Manager means an adviser who manages the investment portfolio
of clients through discretionary authority granted by one or more clients;

(s)          
Public Record means information which has been publicly filed by the
Issuer on SEDAR at www.SEDAR.com and on EDGAR
at www.SEC.gov/edgar.shtml under Applicable
Securities Laws;

(t)          
Principal Canadian Jurisdictions means British Columbia, Alberta and
Ontario and certain other jurisdictions referred to in Multilateral Instrument
45-102;

(u)            Regulation
  D means Regulation D under the U.S. Securities Act;

(v)          
Regulation S means Regulation S under the U.S. Securities Act;

(w)          
Regulatory Acceptance means the acceptance of the transaction
contemplated hereby and the approval for listing of the Shares and Warrant
Shares by the TSX Venture, AMEX and NZSX;

(x)          
Schedules means the schedules attached hereto comprising:

(i)           A
Corporate Placee Registration Form; (TSX Venture Forms)

(ii)          B-1
Accredited Investor Certificate Form British Columbia and Alberta; (Canadian
Regulatory Form)

(iii)         B-2
Confirmation of Relationship; (Canadian Regulatory Form)

(iv)         C
Accredited Investor Certificate Form  Ontario; (Canadian Regulatory Form)

(v)           D
Certificate of U.S. Person (US Regulatory Form).

(y)          
Securities means, collectively, the Shares, Warrants and Warrant
Shares;

(z)          
Share means a common share without par value in the capital of the
Issuer;

(aa)        Subscription
Agreement means this subscription agreement between the Investor and the
Issuer, including all Schedules incorporated by reference as it may be amended
or supplemented from time to time;

(bb)        TSX
Venture means the TSX Venture Exchange, the Canadian stock exchange on
which Australs shares are traded;

(cc)        Unit is a
reference to one Share and one half of one Warrant sold together hereunder for
US $2.50 each;

(dd)        U.S.
Person means a U.S. Person as defined in Regulation S;

(ee)        U.S. Securities
Act means the Securities Act of 1933, as amended, of the United
States of America;

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- 7 -

(ff)        Warrant
means one whole share purchase warrant (two half Warrants) to purchase one
Share. One half of one Warrant will be issued by the Issuer as part of each Unit
and each will be subject to the additional terms described in Section 3.

(gg)        Warrant
Share may be used to refer to the Share to be issued upon the exercise of a
Warrant.

**2.**                       **Prospectus
Exempt Subscription Commitment**

2.1                    
 The undersigned (the Investor) hereby subscribes for and agrees to
purchase from Austral Pacific Energy Ltd. (herein the Issuer), subject to the
terms and conditions set forth herein, that number of Units of the Issuer set
out on the face page of this Subscription Agreement at the price of US$2.50 per
Unit. Subject to the terms hereof, this Subscription will be deemed to have been
made and be effective only upon its acceptance by the Issuer.

**3.**                      
**Description of Securities  Share and one half of one
Warrant**

3.1                     
Each Unit consists of one Share and one half of one Warrant.

3.2                     
Each whole Warrant (two half Warrants) will entitle the Investor to purchase one
Warrant Share for a 12-month period after the Closing Date at a price of US$3.50
per Share, subject to §3.3 and 3.4.

3.3                     
If at any time following the expiration of the four month hold period which is
applicable to the Shares comprised in the Units, the closing trading price of
the common shares of Austral is greater than or equal to US$4.50 on AMEX for any
10 consecutive trading days, then Austral may elect to give notice to the
warrant holders that the Warrants will expire 30 days following the date of such
notice. The Warrants may be exercised by the holder during the 30 day
accelerated expiry period.

3.4                     
The Warrants to be issued to the Investor pursuant to this Agreement will be
governed by the terms and conditions set out in the certificate representing the
Warrants (the Warrant Certificates) which will be delivered to the Investor at
Closing. The Warrant Certificate will contain, among other things, provision for
the appropriate adjustment in a class, number and exercise price of the Warrant
Shares upon the occurrence of certain events, including any subdivision,
consolidation or re-classification of the common shares of the Issuer or
payments of stock dividends or upon the merger or re-organization of the Issuer.
The Warrants will not be listed on any exchange and no market is expected to
develop in them. Transfer of the Warrants will be limited.

**4.**                      
**Closing**

4.1                     
The Investor must deliver to the offices of the Issuer on or before the Cut-off
Date, this subscription agreement duly completed and executed in accordance with
the instructions on the face page of this Agreement and arrange for concurrent
wiring or delivery of certified funds. On request by the Issuer, the Investor
agrees to complete and deliver any other information as may reasonably be
required by regulatory authorities, stock exchanges and Applicable Securities
Laws to complete the transactions contemplated by this Agreement. Delivery
against payment for the Units will be completed by the Issuer at its offices on
the Closing Date being a date following Regulatory Acceptance at which time
certificates representing the Shares and Warrants will be delivered to the
Investor as the Investor shall instruct. Investor hereby waives receiving any
prior notice of Closing. Closing is targeted for on or about September 30,
2005.

4.2                    
 Once this agreement is accepted by the Issuer, the completion of the sale
of securities contemplated by this subscription is subject only to Regulatory
Acceptance being obtained.

**5.**                      
**Investors Acknowledgements  Regarding Risk, Restrictions, Independent
Advice**

5.1                     
The Investor represents and warrants and acknowledges and agrees with (on its
own behalf and, if applicable, on behalf of each beneficial purchaser for whom
the Investor is contracting hereunder) the Issuer that

(a)          
its decision to execute this Subscription and purchase 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

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- 8 -

behalf of the Issuer, and that its
decision is based entirely upon its review of information about the Issuer in
the Public Record;

(b)           no
prospectus has been filed by the Issuer with any securities commission or
similar authority in Canada or elsewhere, in connection with the issuance of the
Securities, and the issuance and the sale of the Units is subject to such sale
being exempt from the prospectus/registration requirements under Applicable
Securities Laws and accordingly:

(i)          
the Investor is restricted from using certain of the civil remedies available
under such legislation;

(ii)          the
Investor may not receive information that might otherwise be required to be
provided to it under such legislation; and

(iii)         the Issuer
is relieved from certain obligations that would otherwise apply under such
legislation;

(c)          
the Investor (or others for whom the Investor is contracting hereunder) has been
advised to consult its own legal advisors with respect to the merits and risks
of an investment in the Securities and with respect to applicable resale
restrictions and it (or others for whom it is contracting hereunder) is solely
responsible (and the Issuer is in no way responsible) for compliance with
applicable resale restrictions;

(d)           to
the knowledge of the Investor, the sale of the Securities was not accompanied by
any public advertisement;

(e)          
the offer made by this agreement is irrevocable (subject to the right of the
Issuer to reject any Subscription prior to Closing by refunding any subscription
funds) and requires acceptance by the Issuer;

(f)          
this Subscription is not enforceable by the Investor unless it has been accepted
by the Issuer and the Investor waives any requirement on the Issuers behalf to
immediately communicate its acceptance for this Subscription to the
Investor;

(g)          
the Securities are speculative investments which involve a substantial degree of
risk;

(h)          
the Investor is sophisticated in financial investments, has had access to and
has received all such information concerning the Issuer that the Investor has
considered necessary in connection with the Investors investment decision and
the Investor will not receive an offering memorandum or similar disclosure
document;

(i)          
the subscription proceeds will be available to the Issuer on Closing and this
subscription is not conditional on any other subscription completing. The Issuer
may pay commissions in connection with this Subscription in its discretion

(j)           no
agency, governmental authority, regulatory body, stock exchange or other entity
has made any finding or determination as to the merit for investment of, nor
have any such agencies or governmental authorities made any recommendation or
endorsement with respect to, the Securities; and

(k)          
the Issuer will rely on the representations and warranties made herein or
otherwise provided by the Investor to the Issuer in completing the sale and
issue of the Units to the Investor.

**6.**                      
**Investors Status Permits Reliance on Prospectus Exceptions (Investors
outside of Canada, go to §6.2)**

6.1                    
 The Investor, by its execution of this Subscription Agreement, hereby
further represents, warrants to, and covenants with, the Issuer (which
representations, warranties and covenants shall survive the Closing of the
Offering) that:

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- 9 -

(a)          
British Columbia Exemptions (B.C. investors ONLY)(complete Schedule B-1
or B-2)

The Investor is purchasing the Units as
principal for its own account, it is purchasing such Units not for the benefit
of any other person, and not with a view to the resale or distribution of the
Units and one of the following exemptions is applicable:

(i)          
Insiders Family, Close Friends and Business Associates Exemption

The Investor is:

(A)           a
director, senior officer or control person of the Issuer;

(B)           a
spouse, parent, brother, sister or child of a director, senior officer or
control person of the Issuer, or an affiliate of the Issuer,

(C)           a
close personal friend of a director, senior officer or control person of the
Issuer, or of an affiliate of the Issuer,

(D)           a
close business associate of a director, senior officer or control person of the
Issuer, or of an affiliate of the Issuer, or

(E)           a
person or company that is wholly-owned by any combination of persons or
companies described in paragraphs (A) to (D) above.

(ii)          Exempt
Amount Exemption

(A)           It
will have an aggregate acquisition cost of purchasing the Units of not less than
Cdn.$97,000; or

(B)          
Investor is not an individual but is a corporation, partnership, trust, fund,
association or any other organization of a group of persons resident in British
Columbia, it was not created solely, nor is it used primarily, to permit a group
of individuals to purchase securities without a prospectus and it will have an
aggregate acquisition cost of purchasing the Units of not less than Cdn.$97,000
or, if it is such an entity created or used primarily for such purpose, each of
the individuals who form part of the group has contributed at least Cdn.$97,000
to such entity for the purpose of purchasing the Units.

(iii)         Accredited
Investor Exemption

The Investor is an accredited
investor as such term is defined in Multilateral Instrument 45-103 and is
purchasing the Units as principal for its own account and not for the benefit of
any other person, for investment purposes only and not with a view to resale or
distribution, the Investor has properly completed and duly executed the
Accredited Investor Certificate attached to this Subscription Agreement as
Schedule B indicating the means by which the Investor is an accredited investor
and confirms the truth and accuracy of all statements made by the Investor in
such certificate;

(b)          
Alberta Exemptions (Alberta Investors ONLY)

(i)          
Insiders Family, Close Friends and Business Associates Exemption:(complete Schedule B-1 or B-2)

The Investor is:

(A)           a
director, senior officer or control person of the Issuer;

(B)           a
spouse, parent, brother, sister or child of a director, senior officer or
control person of the Issuer, or an affiliate of the Issuer,

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- 10 -

(C)           a
close personal friend of a director, senior officer or control person of the
Issuer, or of an affiliate of the Issuer,

(D)           a
close business associate of a director, senior officer or control person of the
Issuer, or of an affiliate of the Issuer, or

(E)           a
person or company that is wholly-owned by any combination of persons or
companies described in paragraphs (A) to (D) above.

| | (ii)  | Accredited Investor Exemption                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       | The Investor is an accredited investor as such term is
      defined in Multilateral Instrument 45-103 and is purchasing the Units as
      principal for its own account and not for the benefit of any other person,
      for investment purposes only and not with a view to resale or
      distribution, the Investor has properly completed and duly executed the
      Accredited Investor Certificate attached to this Subscription Agreement as
      Schedule B indicating the means by which the Investor is an accredited
      investor and confirms the truth and accuracy of all statements made by the
      Investor in such certificate;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (iii) | Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       | If the Investor is an Alberta resident and NOT AN
      ACCREDITED INVESTOR (see Schedule B), then it is agreed that the sale of
      Units pursuant to this Offering is being made in Alberta under the
      statutory exemptions from the prospectus requirements of the Securities
      Act(Alberta) (the Alberta Act) and:                                                                                                                                                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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- 11 -

(c)          
Ontario Exemptions (Ontario Investors ONLY)

If the Investor is a resident in the
Province of Ontario, the Investor must be an accredited investor as such term
is defined in Ontario Securities Commission Rule 45-501 (see Schedule C) and is
purchasing the Units as principal and the Investor has properly completed and
duly executed the Accredited Investor Certificate  Ontario attached to this
Subscription Agreement as Schedule C indicating the means by which the Investor
is an accredited investor and confirms the truth and accuracy of all statements
made by the Investor in such certificate;

6.2                     
Investors Outside of Canada (U.S. Persons see also §6.3(i))

If the Investor is resident in a jurisdiction outside of Canada
it acknowledges that:

(a)           no
securities commission or similar regulatory authority has reviewed or passed on
the merits of the Units;

(b)          
there is no government or other insurance covering the Units;

(c)          
there are risks associated with the purchase of the Units;

(d)          
there are restrictions on the Investors ability to resell the Securities and it
is the responsibility of the Investor to determine what those restrictions are
and to comply with them before selling the Securities; and

(e)          
the Issuer has advised the Investor that the Issuer is relying on an exemption
from the requirements to provide the Investor with a prospectus and to sell the
Securities through a person registered to sell the Securities under Applicable
Securities Laws and, as a consequence of acquiring securities pursuant to this
exemption, certain protections, rights and remedies provided by Applicable
Securities Laws, including statutory rights of rescission or damages, will not
be available to the Investor.

6.3                    
 Other General Representations Applicable to All Investors

(a)          
the Investor has no knowledge of a material fact or material change, as
those terms are defined in Applicable Securities Laws, in respect of the affairs
of the Issuer that has not been generally disclosed to the public;

(b)          
the Investor (and, if applicable, any beneficial purchaser for whom it is
acting) is resident in the jurisdiction set out on the first page of this
Subscription Agreement;

(c)          
the Investor has the legal capacity and competence to enter into and execute
this Subscription and to take all actions required pursuant hereto and, if the
Investor 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 of
this Subscription Agreement on behalf of the Investor;

(d)          
the entering into of this Subscription 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
Investor or of any agreement, written or oral, to which the Investor may be a
party or by which the Investor is or may be bound;

(e)          
the Investor has duly and validly authorized, executed and delivered this
Subscription Agreement and understands it is intended to constitute a valid and
binding agreement of the Investor enforceable against the Investor;

(f)           in
connection with the Investors investment in the Units, the Investor has not
relied upon the Issuer for investment, legal or tax advice, and has, in all
cases sought the advice of the Investors own personal investment advisor, legal
counsel and tax advisers or has waived its rights to and the Investor is either
experienced in or knowledgeable with regard to the affairs of the Issuer, or
either alone or with its

---

- 12 -

professional advisors is capable, by
reason of knowledge and experience in financial and business matters in general,
and investments in particular, of evaluating the merits and risks of an
investment in the Units and is able to bear the economic risk of the investment
and it can otherwise be reasonably assumed to have the capacity to protect its
own interest in connection with the investment in the Units;

(g)           no
person has made to the Investor any written or oral representations:

(i)          
that any person will resell or repurchase the Units;

(ii)          that
any person will refund the purchase price for the Units;

(iii)         as to
the future price or value of the Units; or

(iv)         that the
Units will be listed and posted for trading on any stock exchange or that
application has been made to list the common shares of the Issuer on any stock
exchange;

(h)          
UNLESS the Investor completes the certificate of U.S. Person included herein as
Schedule D, the Investor represents and warrants that:

(i)          
the Securities are not being acquired, directly or indirectly, for the account
or benefit of a U.S. Person or a person in the United States and the Investor
does not have any agreement or understanding (either written or oral) with any
U.S. Person or a person in the United States respecting:

(A)          
the transfer or assignment of any rights or interests in any of the
Securities;

(B)          
the division of profits, losses, fees, commissions, or any financial stake in
connection with this Subscription; or

(C)          
the voting of the Securities; and

(ii)         
 the Investor has no intention to distribute either directly or indirectly
any of the Securities in the United States or to U.S. Persons;

(iii)          the
current structure of this transaction and all transactions and activities
contemplated hereunder is not a scheme to avoid the registration requirements of
the U.S. Securities Act;

(iv)         the
Investor is not a U.S. Person (the definition of which includes, but is not
limited to, a natural person resident in the United States and an estate or
trust of which any executor or administrator or trustee, respectively, is a U.S.
Person and any partnership or corporation organized or incorporated under the
laws of the United States) and is not purchasing the Units for the account or
benefit of any U.S. Person or for offering, resale or delivery for the account
or benefit of any U.S. Person or for the account or benefit of any person in any
jurisdiction other than the jurisdiction set out in the name and address of the
Investor herein;

(v)          
the Investor was outside the United States at the time of execution and delivery
of this subscription agreement within the meaning of Regulation S;

(vi)          no
offers to sell the Securities were made by any person to the Investor while the
Investor was in the United States;

(vii)         the
Investor acknowledges that the Units have not been registered under the U.S.
Securities Act, and may not be offered or sold in the United States or to a U.S.
Person unless an exemption from such registration requirements is available. The
Investor understands that the Issuer has no obligation or present intention of
filing a registration statement under the U.S. Securities Act in respect of the
Securities; and

---

- 13 -

(viii)        the Investor
acknowledges that any person who exercises a Warrant will be required to provide
to the Issuer either:

(A)          
written certification that it is not a U.S. Person and that such Warrant is not
being exercised within the United States or on behalf of, or for the account or
benefit of; a U.S. Person; or

(B)           a
written opinion of counsel or other evidence satisfactory to the Issuer to the
effect that the Warrants and the Warrant Shares have been registered under the
U.S. Securities Act and applicable state securities laws or are exempt from
registration thereunder;

U.S. Investors - U.S. Person
Certificate Required

(i)           If
the Investor is a U.S. Person then the Investor has executed and delivered to
the Issuer herewith the certifications set forth in the certificate of U.S.
Person attached hereto as Schedule D, and the Investor represents and warrants
that the information on Schedule D is correct and that:

(i)          
the Investor acknowledges that the Units have not been registered under the U.S.
Securities Act, and may not be offered or sold in the United States or to a U.S.
Person unless an exemption from such registration requirements is available. The
Investor understands that the Issuer has no obligation or present intention of
filing a registration statement under the U.S. Securities Act in respect of the
Securities;

(ii)          the
Investor will not engage in any directed selling efforts (as defined by
Regulation S under the U.S. Securities Act) in the United States in respect 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 the Securities;

(iii)          the
Investor acknowledges that any person who exercises a Warrant will be required
to provide to the Issuer either:

(A)          
written certification that it is not a U.S. Person and that such Warrant is not
being exercised within the United States or on behalf of, or for the account or
benefit of; a U.S. Person; or

(B)           a
written opinion of counsel or other evidence satisfactory to the Issuer to the
effect that the Warrants and the Warrant Shares have been registered under the
U.S. Securities Act and applicable state securities laws or are exempt from
registration thereunder;

Compliance with Resale Laws

(j)          
the Investor will comply with Applicable Securities Laws and, if applicable,
Rule 904 of Regulation S concerning the resale of the Securities and all related
restrictions (and the Issuer is in any way responsible for such compliance) and
shall speak and consult with its own legal advisors with respect to such
compliance. The Investor acknowledges that although the Shares and Warrant
Shares will be eligible for resale through the TSX Venture after four months
from Closing but will not be available for resale through AMEX except in
accordance with Rule 144 under the U.S. Securities Act commencing a minimum of
one year from Closing;

Own Expense

(k)          
the Investor acknowledges and agrees that all costs and expenses incurred by the
Investor (including any fees and disbursements of any special counsel or other
advisors retained by the Investor) relating to the purchase of the Units shall
be borne by the Investor;

---

- 14 -

Overseas Investor (outside of Canada
and the United States)

(l)           if
the Investor is resident of an Overseas Jurisdiction then:

(i)          
the Investor is knowledgeable of securities legislation having application or
jurisdiction over the Investor and the Offering (other than the laws of Canada
and the U.S.) which would apply to this subscription;

(ii)          the
Investor is purchasing the Units pursuant to exemptions from any prospectus,
registration or similar requirements under the laws of that Overseas
Jurisdiction and or, if such is not applicable, the Investor is permitted to
purchase the Investors Units, and neither the Issuer nor the Agent have any
filing obligations in the Overseas Jurisdiction;

(iii)         no laws in
the Overseas Jurisdiction require the Issuer to make any filings or seek any
approvals of any kind whatsoever from any regulatory authority of any kind
whatsoever in the Overseas Jurisdiction; and

(iv)          the
Units are being acquired for investment only and not with a view to resale and
distribution within the Overseas Jurisdiction.

**7.**                      
**The Issuers Representations**

7.1                     
The Issuer represents and warrants to the Investor that, as of the date of this
Subscription and at Closing hereunder:

(a)          
the Issuers Public Record is correct in all material respects and does not omit
any material information about the issuer;

(b)          
the Issuer and its subsidiaries are valid and subsisting corporations duly
incorporated and in good standing under the laws of the jurisdictions in which
they are incorporated, continued or amalgamated, and each is a foreign private
issuer as defined in §230.405 of Regulation C promulgated under the U.S.
Securities Act and shall remain a foreign private issuer during the period in
which the Warrants may be exercised plus one month (19 months total);

(c)          
the Issuer has complied, or will comply, with Applicable Securities Laws and all
applicable corporate laws and regulations in connection with the offer, sale and
issuance of the Securities, and in connection therewith has not engaged in any
direct selling efforts, as such term is defined in Regulation S, or any
general solicitation or general advertising as described in Regulation D;

(d)          
the Issuer and its subsidiaries are the beneficial owners of the properties,
business and assets or the interests in the properties, business or assets
referred to in its Public Record and except as disclosed therein, all agreements
by which the Issuer or its subsidiaries holds an interest in a property,
business or asset are in good standing according to their terms, and the
properties are in good standing under the applicable laws of the jurisdictions
in which they are situated;

(e)          
the financial statements contained in the Public Record accurately reflect the
financial position of the Issuer as at the date thereof, and no adverse material
changes in the financial position of the Issuer have taken place since the date
of the Issuers last financial statements except as filed in the Public
Record;

(f)          
the creation, issuance and sale of the Shares and Warrants by the Issuer does
not and will not conflict with and does not and will not result in a breach of
any of the terms, conditions or provisions of its constating documents or any
agreement or instrument to which the Issuer is a party;

(g)          
the Securities will, at the time of issue, be duly allotted, validly issued,
fully paid and non-assessable and will be free of all liens, charges and
encumbrances and the Issuer will reserve sufficient shares in the treasury of
the Issuer to enable it to issue the Shares and Warrant Shares;

---

- 15 -

(h)          
this Subscription when accepted has been duly authorized by all necessary
corporate action on the part of the Issuer and, subject to acceptance by the
Issuer, constitutes a valid obligation of the Issuer legally binding upon it and
enforceable in accordance with its terms;

(i)          
neither the Issuer nor any of its subsidiaries is a party to any actions, suits
or proceedings which could materially affect its business or financial
condition, and to the best of the Issuers knowledge no such actions, suits or
proceedings have been threatened as at the date hereof, except as disclosed in
the Public Record;

(j)           no
order ceasing or suspending trading in the securities of the Issuer nor
prohibiting sale of such securities has been issued to the Issuer or its
directors, officers or promoters and to the best of the Issuers knowledge no
investigations or proceedings for such purposes are pending or threatened;
and

(k)          
except as set out in the Public Record or herein, no person has any right,
agreement or option, present or future, contingent or absolute, or any right
capable of becoming a right, agreement or option for the issue or allotment of
any unissued common shares of the Issuer or any other security convertible or
exchangeable for any such shares or to require the Issuer to purchase, redeem or
otherwise acquire any of the issued or outstanding shares of the Issuer.

**8.**                      
**Covenants of the Issuer**

8.1                     
The Issuer hereby covenants with each Investor that it will:

(a)          
offer, sell, issue and deliver the Securities pursuant to exemptions from the
prospectus filing, registration or qualification requirements of Applicable
Securities Laws and otherwise fulfil all legal requirements required to be
fulfilled by the Issuer (including without limitation, compliance with all
Applicable Securities Laws of the Principal Canadian Jurisdictions) in
connection with the Offering;

(b)          
use its best efforts to maintain its status as a reporting issuer not in
default in British Columbia and Alberta for a period of 12 months after the
Closing Date;

(c)          
within the required time, file with the TSX Venture, NZSX and Amex any
documents, reports and information, in the required form, required to be filed
by Applicable Securities Laws in connection with the Offering, together with any
applicable filing fees and other materials; and

(d)          
the Issuer will use reasonable commercial efforts to satisfy as expeditiously as
possible any conditions of the TSX Venture, NZSX and AMEX required to be
satisfied prior to the Regulatory Acceptance of this Offering.

**9.**                      
**Resale Restrictions and Legending of Securities**

9.1                     
The Investor acknowledges that any resale of the Securities will be subject to
resale restrictions contained in the Applicable Securities Laws applicable to
the Issuer, the Investor or any proposed transferee. All Investors will receive,
for the Shares, Warrants and Warrant Shares acquired, a certificate bearing the
following legend imprinted thereof:

> Unless permitted under securities
>     legislation, the holder of the securities shall not trade the securities before
>     [insert that date which is four months and a day from the Closing Date.]
>   Without prior written approval of
>     the TSX Venture Exchange and compliance with all applicable securities legislation,
>     the securities represented by this certificate [>For Warrants insert:
>     and any securities issued upon the exercise of such securities ] may not be
>     sold, transferred, hypothecated or otherwise traded on or through the facilities
>     of the TSX Venture Exchange or otherwise in Canada or to or for the benefit
>     of a Canadian resident until [insert that date which is four months and a
>     day from the Closing Date.]

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- 16 -

9.2                     
Investors who are U.S Persons or who use herein an address in the U.S. who
execute this Agreement in the United States (which the Issuer will presume
absent other evidence) will receive a certificate bearing the following legend
imprinted thereon as well as the legend referred to in §9.1:

> The securities represented hereby have not been and
>     will not be registered under the United States Securities Act of 1933, as
>     amended (the U.S. Securities Act). The holder hereof, by purchasing
>     such securities, agrees for the benefit of the Issuer that such securities
>     may be offered, sold, pledged or otherwise transferred only (a) to the Issuer,
>     (b) outside the United States in accordance with Rule 904 of Regulation S
>     under the U.S. Securities Act if applicable, (c) inside the United States
>     (1) pursuant to the exemption from the registration requirements under the
>     U.S. Securities Act provided by Rule 144 thereunder, if available, and in
>     accordance with applicable State securities laws, or (2) in a transaction
>     that does not require registration under the U.S. Securities Act or any applicable
>     State laws and regulations governing the offer and sale of securities, and
>     the holder has prior to such sale furnished to the Issuer an opinion of counsel
>     or other evidence of exemption in form and substance reasonably satisfactory
>     to the Issuer. Provided that if the Issuer is a foreign issuer
>     as that term is defined by Regulation S of the U.S. Securities Act at the
>     time of sale, a new certificate bearing no restrictive legend, delivery of
>     which will constitute Good Delivery may be obtained form the transfer
>     agent, upon delivery of this certificate and a duly executed declaration,
>     in form satisfactory to the Issuer and its transfer agent, to the effect that
>     the sale of the securities represented hereby is being made in compliance
>     with Rule 904 of Regulation S under the U.S. Securities Act.

and that any certificate representing any Securities issued in
exchange therefor or in substitution thereof will bear the same legend,
provided, however, that if the Issuer is a foreign issuer as that term
is defined by Regulation S under the U.S. Securities Act at the time of sale of
any Shares or any Warrant Shares, a new certificate bearing no legend may be
obtained from transfer agent upon delivery of the certificate evidencing such
securities and a duly executed declaration, in a form satisfactory to the
Company and transfer agent to the effect that the sale of the securities is
being made in compliance with Rule 904 of Regulation S under the U.S. Securities
Act. The Issuer also reserves the right to affix to the Securities the legend
contained in this §9.2 or a similar legend if such legend is required to be
affixed in order to secure Regulatory Acceptance or compliance with the U.S.
Securities Act.

9.3                     
The Warrants are non-transferable without the consent of the Issuer. The Issuer
will normally consent to a transfer where it is supplied with a legal opinion
that the intended transfer is in compliance with Applicable Securities Laws.

9.4                     
The Warrants may not be exercised in the United States or by or on behalf of a
U.S. Person or a person in the United States unless registered under the U.S.
Securities Act and any applicable state securities laws or unless an exemption
from such registration requirements is available and that certificates
representing the Warrants will bear a legend as follows in addition to the
legend in §9.1:

> This warrant and the securities deliverable upon exercise
>     thereof have not been registered under the United States Securities Act of
>     1933, as amended (the "U.S. Securities Act"), or the securities laws of any
>     state of the united states. This warrant may not be exercised in the united
>     states or by or on behalf of a person in the United States or a U.S. Person
>     unless the warrant and the warrant shares have been registered under the Securities
>     Act and the applicable securities legislation of any such state or an exemption
>     from such registration requirements is available. "United States" and "U.S.
>     Person" are as defined by regulation s under the U.S. Securities Act.

**10.**                   
**Consent to the Disclosure of Information**

10.1                    The
Investor acknowledges and consents to the release by the Company of information
regarding the Investors subscription, including the Investors name, address,
telephone number, email address and the number of Units purchased, in compliance
with securities regulatory policies to regulatory authorities in the Principal
Canadian Jurisdictions and the Investor waives to the extent lawful, its rights
under any privacy legislation.

---

- 17 -

**11.**                     
**Investors Consent to Issuer to Correct or Complete Subscription
Agreement**

11.1                    
The Investor consents to the Company, or its legal counsel, completing or
correcting the Investors subscription agreement as may reasonably be required
to finalize it.

**12.**                     
**General**

12.1                    
Time is of the essence hereof.

12.2                    
Neither this Subscription Agreement nor any provision hereof shall be modified,
changed, discharged or terminated except by an instrument in writing signed by
the party against whom any waiver, change, discharge or termination is
sought.

12.3                    
The parties hereto shall execute and deliver all such further documents and
instruments and do all such acts and things as may either before or after the
execution of this Subscription Agreement be reasonably required to carry out the
full intent and meaning of this Subscription Agreement.

12.4                    
This Subscription Agreement shall be subject to, governed by and construed in
accordance with the laws of British Columbia and the laws of Canada as
applicable therein and the Investor hereby irrevocably attorns to the
jurisdiction of the Courts situate therein.

12.5                    
This Subscription Agreement may not be assigned by any party hereto.

12.6                    
The Issuer shall be entitled to rely on delivery of a facsimile copy of this
Subscription Agreement, and acceptance by the Issuer of a facsimile copy of this
Subscription Agreement shall create a legal, valid and binding agreement between
the Investor and the Issuer in accordance with its terms.

12.7                    
This Subscription Agreement may be signed by the parties in as many counterparts
as may be deemed necessary, each of which so signed shall be deemed to be an
original, and all such counterparts together shall constitute one and the same
instrument.

12.8                    
This Subscription, including, without limitation, the representations,
warranties, acknowledgements and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties
notwithstanding the completion of the purchase of the Units by the Investor
pursuant hereto, the completion of the issue of Units of the Issuer and any
subsequent disposition by the Investor of the Shares or Warrants;

12.9                    
The invalidity or unenforceability of any particular provision of this
Subscription shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription;

12.10                   Except
as expressly provided in this Subscription and in the agreements, instruments
and other documents contemplated or provided for herein, this Subscription
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, by common
law, by the Issuer, by the Investor, or by anyone else;

12.11                    All
monetary amounts are in US Dollars.

---

SCHEDULE A

FORM 4C

CORPORATE PLACEE REGISTRATION FORM

Where subscribers to a Private Placement are not individuals,
the following information about the placee must be provided. This Form will
remain on file with the Exchange. The corporation, trust, portfolio manager or
other entity (the Placee) need only file it on one time basis, and it will be
referenced for all subsequent Private Placements in which it participates. If
any of the information provided in this Form changes, the Placee must notify the
Exchange prior to participating in further placements with Exchange listed
companies. If as a result of the Private Placement, the Placee becomes an
Insider of the Issuer, Insiders of the Placee are reminded that they must file a
Personal Information Form (2A) or, if applicable, Declarations, with the
Exchange.

|1. | Placee Information:                                                           
|-- | ------------------------------------------------------------------------------
|   |                                                                               
|   | (a)                                                                           
|   |                                                                               
|   | (b)                                                                           
|   |                                                                               
|   |                                                                               
|   |                                                                               
|   | (c)                                                                           
|   |                                                                               
|2. | (a)                                                                           
|   |                                                                               
|   | (b)                                                                           
|   |                                                                               
|3. | If the answer to 2(b) above
        was Yes, the undersigned certifies that:
|   |                                                                               
|   | (a)                                                                           
|   |                                                                               
|   | (b)                                                                           
|   |                                                                               
|   | (c)                                                                           
|   |                                                                               
|   | (d)                                                                           
|   |                                                                               
|   | (e)                                                                           

---

 2 

|4. | If the answer to 2(a) above was No, please provide the
      names and addresses of control persons of the
Placee:
|-- | --------------------------------------------------------------------------------------------------------------------

Name
      City
      Province or State
      Country


The undersigned acknowledges that it is bound by the provisions
of applicable Securities Law, including provisions concerning the filing of
insider reports and reports of acquisitions (See for example, sections 87 and
111 of the Securities Act (British Columbia) and sections 176 and 182 of
the Securities Act (Alberta).

Acknowledgement - Personal Information

Personal Information means any information about an
identifiable individual, and includes information contained in sections 1, 2 and
4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has
obtained the express written consent of each individual to:

|(a) | the disclosure of Personal Information by the undersigned
      to the Exchange (as defined in Appendix 6B) pursuant to this Form;
    and                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                  
|(b) | the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described in Appendix 6B or
      as otherwise identified by the Exchange, from time to
  time.

Dated at __________________________________ on
___________________________________________.





| |                                                                      
| | ---------------------------------------------------------------------
| | (Name of Purchaser - please print)                                   
| |                                                                      
| |                                                                      
| | (Authorized Signature)                                               
| |                                                                      
| |                                                                      
| | (Official Capacity - please print)                                   
| |                                                                      
| |                                                                      
| | (please print name of individual whose
      signature appears above)

THIS IS NOT A PUBLIC DOCUMENT

---

SCHEDULE B-1

BRITISH COLUMBIA AND ALBERTA ACCREDITED INVESTOR
CERTIFICATE FORMREGARDING THE PURCHASE OF UNITS OF AUSTRAL PACIFIC
ENERGY LTD.

The Purchaser certifies that it/he/she is an accredited
investor as defined in Multilateral Instrument 45-103 Capital Raising
Exemption1 (the Instrument) promulgated under the Securities
Act (British Columbia) and the Securities Act (Alberta) (each, an
Act) by virtue of qualifying as one of more of the following. Please insert a
checkmark in the bracketed area beside each applicable paragraph:

Individual Purchasers

|[       ] | (a) | An individual who beneficially owns, or together with a
      spouse beneficially owns, directly or indirectly, financial assets having
      an aggregate realizable value that, before taxes but net of any related
      liabilities, exceeds $1,000,000;                                                                                                                                                                      
|--------- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|[       ] | (b) | An individual whose net income before taxes exceeded
      $200,000 in each of the two most recent 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, has a reasonable expectation of exceeding
      the same net income level in the current year;                                                                             
|          |     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|[       ] | (c) | An individual who has been granted registration under an
      Act or securities legislation in another jurisdiction as a representative
      or a person or company registered under the Act or securities legislation
      in another jurisdiction as an adviser or dealer under the Securities
      Act(Ontario), other than a limited market dealer, whether or not the
      individuals registration is still in effect;
|          |     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|[       ] | (d) | A person registered under an Act or securities
      legislation in another jurisdiction as an adviser or dealer, other than a
      limited market dealer;                                                                                                                                                                                                                                                                       

Non-Individual Purchasers

|[       ] | (e) | A company registered under the Act or securities
      legislation in another jurisdiction as an adviser or dealer, other than a
      limited market dealer;                                                                                                            
|--------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |     |                                                                                                                                                                                                                                                                          
|[       ] | (f) | A registered charity under the Income Tax Act(Canada);                                                                                                                                                                                                                   
|          |     |                                                                                                                                                                                                                                                                          
|[       ] | (g) | A corporation, limited partnership, limited liability
      partnership, trust or estate, other than a mutual fund or non-redeemable
      investment fund, that had net assets of at least $5,000,000 as shown in
      its most recently prepared financial statements;
|          |     |                                                                                                                                                                                                                                                                          
|[       ] | (h) | A person or company in respect of which all of the owners
      of interests, direct or indirect, legal or beneficial, are persons or
      companies that are accredited investors;                                                                                     

____________________________________1The Rule
defines the term (i) financial assets as cash or securities, (ii) related
liabilities as liabilities incurred or assumed for the purpose of financing the
acquisition or ownership of financial assets or liabilities that are secured by
financial assets, (iii) spouse as, in relation to an individual, another
individual to whom that individual is married and is not living separate and
apart within the meaning of the Divorce Act (Canada) or is living and
cohabiting within a marriage-like relationship, including a marriage-like
relationship between persons of the same gender. Terms used herein which are
defined in National Instrument 14-101 (the National Instrument) as adopted by
the Commissions have the meaning given to them in the National Instrument and
terms used herein which are defined in the Acts have the meaning given to them
in the Acts. Reference should be made to the Instrument itself for the complete
text of the Instrument, including other definitions, and to the Companion Policy
to the Instrument for matters of interpretation and application.

---

- 2 -

Institutional Purchasers

|[       ] | (i) | A Canadian financial institution, or an authorized
      foreign bank listed in Schedule III of the Bank Act(Canada)
      or a wholly owned subsidiary of same;                                                                                                             
|--------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |     |                                                                                                                                                                                                                                                                              
|[       ] | (j) | A loan corporation or trust corporation registered under
      the Loan and Trust Corporations Act (Ontario) or under the Trustand Loan Corporations Act(Canada), or under comparable
      legislation in any other jurisdiction or a wholly owned subsidiary of
      same;
|          |     |                                                                                                                                                                                                                                                                              
|[       ] | (k) | An association under the Cooperative Credit
      Associations Act(Canada) or a wholly owned subsidiary of same located
      in Canada;                                                                                                                                     
|          |     |                                                                                                                                                                                                                                                                              
|[       ] | (l) | The Business Development Bank incorporated under the
      Business Development Bank Act (Canada);                                                                                                                                                                           
|          |     |                                                                                                                                                                                                                                                                              
|[       ] | (m) | A pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a provincial
      pension commission or similar regulatory authority;                                                                               
|          |     |                                                                                                                                                                                                                                                                              
|[       ] | (n) | A mutual fund or non-redeemable investment fund that, in
      the local jurisdiction, distributes its securities only to persons or
      companies that are accredited investors;                                                                                          
|          |     |                                                                                                                                                                                                                                                                              
|[       ] | (o) | A mutual fund or non-redeemable investment fund that, in
      the local jurisdiction, distributes its securities under a prospectus for
      which a regulator has issued a receipt;                                                                                       
|          |     |                                                                                                                                                                                                                                                                              
|[       ] | (p) | An entity that is organized outside of Canada that is
      analogous to any of the entities referred to in paragraphs (e), (i), (l),
      (k) or (m);                                                                                                                      

Government Organizations

|[       ] | (q) | The government of Canada or of a Province of Canada, or
      any crown corporation or agency of a Canadian federal or provincial
      government;           
|--------- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |     |                                                                                                                                                               
|[       ] | (r) | Any municipality, public board or commission in Canada;                                                                                                       
|          |     |                                                                                                                                                               
|[       ] | (s) | Any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government.

|Dated ___________________________, ________. |                                                                          
|-------------------------------------------- | -------------------------------------------------------------------------
|                                             | Signature of the Purchaser or authorized
      signatory of the Purchaser
|                                             |                                                                          
|                                             |                                                                          
|                                             | Name of Purchaser                                                        
|                                             |                                                                          
|                                             |                                                                          
|                                             | Address of Purchaser                                                     

---

SCHEDULE B-2

BRITISH COLUMBIA & ALBERTA CONFIRMATION OF
RELATIONSHIP(For Subscribers who are NOT an accredited investors
but are Directors, Senior Officers, Control Persons and Founders and
their Close Personal Friends, Close Business Associates and Relatives)

The Subscriber represents and warrants to the Issuer that the
Subscriber has read the following definitions from Multilateral Instrument
45-103 Capital Raising Exemptionsand certifies that the Subscriber has
the relationship(s) to the Issuer or its directors, senior officers or control
persons by virtue of the Subscriber being:

(initial one or more as appropriate)

| | (a) | a director, senior officer or control person of the
      Issuer, or of an affiliate of the Issuer;                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                        
| | (b) | a spouse, parent, grandparent, brother, sister or child
      of a director, senior officer or control person of the Issuer, or of an
      affiliate of the Issuer;                                   
| |     |                                                                                                                                                                                                        
| | (c) | a parent, grandparent, brother, sister or child of the
      spouse of a director, senior officer or control person of the Issuer, or
      of an affiliate of the Issuer;                             
| |     |                                                                                                                                                                                                        
| | (d) | a close personal friend of a director, senior officer or
      control person of the Issuer, or of an affiliate of the Issuer;                                                                         
| |     |                                                                                                                                                                                                        
| | (e) | a close business associate of a director, senior officer
      or control person of the Issuer, or of an affiliate of the
  Issuer;                                                                    
| |     |                                                                                                                                                                                                        
| | (f) | a founder of the Issuer or a spouse, parent, grandparent,
      brother, sister, child, close personal friend or close business associate
      of a founder of the Issuer;                            
| |     |                                                                                                                                                                                                        
| | (g) | a parent, grandparent, brother, sister, child of the
      spouse of a founder of the Issuer;                                                                                                          
| |     |                                                                                                                                                                                                        
| | (h) | a person or company of which a majority of the voting
      securities are beneficially owned by, or a majority of the directors are,
      persons or companies described in paragraphs (a) to (g); or
| |     |                                                                                                                                                                                                        
| | (i) | a trust or estate of which all of the beneficiaries or a
      majority of the trustees are persons or companies described in paragraphs
      (a) to (g).                                             

and if (b), (c), (d), (e), (f), (g), (h) or (i) is initialled
the director, senior officer, control person or founder is:

________________________________________________________________(Print
name of director, senior officer, control person or founder)

The foregoing representations and warranties are true an
accurate as of the date of this certificate and will be true and accurate as of
Closing. If any such representations and warranties shall not be true and
accurate prior to Closing, the Subscriber shall give immediate written notice of
such fact to the Issuer.

For the purposes hereof, the following definitions are included
for convenience:

|(a) | close business associate means an individual who
      has had sufficient prior business dealings with the director, senior
      officer or control person to be in a position to assess the capabilities
      and trustworthiness of the director, senior officer or control
    person.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 2 -

|    | A casual business associate
        or a person introduced or solicited for the purpose of purchasing securities
        is not a close business associate. An individual is not a close business
        associate solely because the individual is a client or former client.
        For example, an individual is not a close business associate of a registrant
        or former registrant solely because the individual is a client or former
        client of that registrant or former registrant.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The relationship between the
        Subscriber and the director, senior officer or control person must be
        direct. For example, the exemption is not available for a close business
        associate of a close business associate of a director, senior officer
        or control person.                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b) | close personal friend
        means an individual who has known the director, senior officer or control
        person for a sufficient period of time to be in a position to assess the
        capabilities and trustworthiness of the director, senior officer or control
        person.                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | An individual is not a close
        personal friend solely because                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | •    
        the individual is a member of the same organization, association or religious
        group, or                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | •    
        the individual is a client or former client.                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|    | The relationship between the Subscriber and
        the director, senior officer or control person must be direct. For example,
        the exemption is not available for a close personal friend of a close
        personal friend of the director, senior officer or control person.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                         
|(c) | company means any corporation,
        incorporated association, incorporated syndicate or other incorporated
        organization.                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                         
|(d) | control person means                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                         
|    | (i)                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                         
|    | (ii)                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                         
|(e) | founder, in respect of
        an issuer, means a person or company who,                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                         
|    | (i)                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                         
|    | (ii)                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                         
|(f) | person means an individual,
        partnership, unincorporated association, unincorporated syndicate, unincorporated
        organization, trust, trustee, executor, administrator or other legal representative.                                                                    

---

- 3 -

|(g) | spouse means, in relation to an individual,
        another individual to whom that individual is married, or another individual
        of the opposite sex or the same sex with whom that individual is living
        in a conjugal relationship outside marriage.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

DATEDat ___________________________________on
___________________________________________.



| |                                  
| | ---------------------------------
| | Name of Subscriber - please print
| |                                  
| |                                  
| | Authorized Signature             
| |                                  
| |                                  
| | Official Capacity - please print 
| |                                  
| |                                  

Please print name of individual whose signature appears above,
if different from name of Subscriber printed above

---

SCHEDULE C

ACCREDITED INVESTOR CERTIFICATE FORM

The Investor certifies that it/he/she is an accredited
investor as defined in Ontario Securities Commission Rule 45-5011
(the Rule) promulgated under the Securities Act (Ontario) (the Act)
by virtue of qualifying as one or more of the following. Please insert a
checkmark in the bracketed area beside each applicable paragraph:

Accredited Investors

|[     ] | (a) | An individual who owns or beneficially owns, or together
      with a spouse beneficially own, financial assets having an aggregate
      realizable value that, before taxes but net of any related liabilities,
      exceeds $1,000,000;                                                                                                                                                      
|------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                  
|[     ] | (b) | An individual whose net income before taxes exceeded
      $200,000 in each of the two most recent 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, has a reasonable expectation of exceeding
      the same net income level in the current year;                                            
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                  
|[     ] | (c) | An individual who has been granted registration under the
      Act or securities legislation in another jurisdiction as a representative
      or a person or company registered under the Act or securities legislation
      in another jurisdiction as an adviser or dealer, other than a limited
      market dealer, whether or not the individuals registration is still in
      effect;
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                  
|[     ] | (d) | A person registered under the Act or securities
      legislation in another jurisdiction as an adviser or dealer, other than a
      limited market dealer;                                                                                                                                                                                                                                     
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                  
|[     ] | (e) | A person that is recognized by the Ontario Securities
      Commission as an accredited investor;                                                                                                                                                                                                                                                                                                
|        |     |                                                                                                                                                                                                                                                                                                                                                                                                  
|[     ] | (f) | A spouse, parent, brother, sister, grandparent or child
      of an officer, director or promoter of the issuer;                                                                                                                                                                                                                                                                                 

Non-Individual Investors

|[     ] | (g) | A company registered under the Act or securities
      legislation in another jurisdiction as an adviser or dealer, other than a
      limited market dealer;                                                                                                                                             
|------- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |     |                                                                                                                                                                                                                                                                                                           
|[     ] | (h) | A registered charity under the Income Tax Act(Canada);                                                                                                                                                                                                                                                    
|        |     |                                                                                                                                                                                                                                                                                                           
|[     ] | (i) | A company, limited liability company, limited
      partnership, limited liability partnership, trust or estate, other than a
      mutual fund or non-redeemable investment fund, that had net assets of at
      least $5,000,000 as reflected in its most recently prepared financial
      statements;
|        |     |                                                                                                                                                                                                                                                                                                           
|[     ] | (j) | A company that is recognized by the Ontario Securities
      Commission as an accredited investor;                                                                                                                                                                                                        
|        |     |                                                                                                                                                                                                                                                                                                           
|[     ] | (k) | A person or company in respect of which all of the owners
      of interests, direct or indirect, legal or beneficial, are persons or
      companies that are accredited investors;                                                                                                                      
|        |     |                                                                                                                                                                                                                                                                                                           
|[     ] | (l) | A promoter of the issuer or an affiliated entity of a
      promoter of the issuer;                                                                                                                                                                                                                       
|        |     |                                                                                                                                                                                                                                                                                                           
|[     ] | (m) | A person or company that, in relation to the issuer, is
      an affiliated entity or a person or company referred to in clause (c) of
      the definition of distribution in subsection 1(1) of the Act;                                                                                                

________________________________1 The Rule
defines the term (i) "financial assets" as cash, securities, or any contract of
insurance or deposit or evidence thereof that is not a security for the purposes
of the Act, (ii) "related liabilities" as liabilities incurred or assumed for
the purpose of financing the acquisition or ownership of financial assets and
liabilities that are secured by financial assets, (iii) "fully managed account"
as an investment portfolio account of a client established in writing with a
portfolio adviser who makes investment decisions for the account and has full
discretion to trade in securities of the account without requiring the clients
express consent to a transaction, and (iv) "spouse" as, in relation to an
individual, another individual to whom that individual is married, or another
individual of the opposite sex or the same sex with whom that individual is
living in a conjugal relationship outside marriage. Terms used herein which are
defined in National Instrument 14-101 (the "National Instrument") as adopted by
the Ontario Securities Commission have the meaning given to them in the National
Instrument and terms used herein which are defined in the Act have the meaning
given to them in the Act. Reference should be made to the Rule itself for the
complete text of the Rule, including other definitions, and to the Companion
Policy to the Rule for matters of interpretation and application

---

- 2 -

Institutional Investors

|[     ] | (n) | A bank listed in Schedule I or II of the Bank Act(Canada), or an authorized foreign bank listed in Schedule III of that
      Act or a wholly owned subsidiary of same;                                                                                                                                                                         
|------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |     |                                                                                                                                                                                                                                                                                                                                                 
|[     ] | (o) | A loan corporation or trust corporation registered under
      the Loan and Trust Corporations Act (Ontario) or under the Trust
      and Loan Companies Act(Canada), or under comparable legislation in
      any other jurisdiction or a wholly owned subsidiary of same;                                                                     
|        |     |                                                                                                                                                                                                                                                                                                                                                 
|[     ] | (p) | A co-operative credit society, credit union central,
      federation of caisses populaires, credit union or league, or regional
      caisse populaire, or an association under the Cooperative Credit
      Associations Act(Canada), in each case, located in Canada, or
      a wholly owned subsidiary of same;                            
|        |     |                                                                                                                                                                                                                                                                                                                                                 
|[     ] | (q) | A Company licensed to do business as an insurance company
      in any jurisdiction or a wholly owned subsidiary of same;                                                                                                                                                                                                                       
|        |     |                                                                                                                                                                                                                                                                                                                                                 
|[     ] | (r) | The Business Development Bank incorporated under the
      Business Development Bank Act (Canada) or a wholly owned subsidiary
      of same;                                                                                                                                                                                                   
|        |     |                                                                                                                                                                                                                                                                                                                                                 
|[     ] | (s) | A pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a provincial
      pension commission or similar regulatory authority;                                                                                                                                                  
|        |     |                                                                                                                                                                                                                                                                                                                                                 
|[     ] | (t) | A mutual fund or non-redeemable investment fund that, in
      Ontario, distributes its securities only to persons or companies that are
      accredited investors;                                                                                                                                                                            
|        |     |                                                                                                                                                                                                                                                                                                                                                 
|[     ] | (u) | A mutual fund or non-redeemable investment fund that, in
      Ontario, distributes its securities under a prospectus for which a receipt
      has been granted by the Director of the Ontario Securities Commission or,
      if it has ceased distribution of its securities, has previously
      distributed its securities in this manner;
|        |     |                                                                                                                                                                                                                                                                                                                                                 
|[     ] | (v) | A fully managed account if it is acquiring a security
      that is not a security of a mutual fund or non- redeemable investment
      fund;                                                                                                                                                                                                   
|        |     |                                                                                                                                                                                                                                                                                                                                                 
|[     ] | (w) | An account that is fully managed by a trust corporation
      registered under the Loan and Trust Corporations Act(Ontario) or under the Trust and Loan Companies Act(Canada),
      or under comparable legislation in any other jurisdiction;                                                                                                 
|        |     |                                                                                                                                                                                                                                                                                                                                                 
|[     ] | (x) | An entity that is organized outside of Canada that is
      analogous to any of the entities referred to in paragraphs (d), (g), (n),
      (o), (p), (q), (r), or (s);                                                                                                                                                                         

Government Organizations

|[     ] | (y)  | The government of Canada or of any jurisdiction, or any
      crown corporation, instrumentality or agency of a Canadian federal,
      provincial or territorial government;
|------- | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |      |                                                                                                                                                                              
|[     ] | (z)  | Any Canadian municipality or any Canadian provincial or
      territorial capital city;                                                                                      
|        |      |                                                                                                                                                                              
|[     ] | (aa) | Any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency or
      instrumentality thereof;       

Dated ___________________________, 2005

| |                                                                        
| | -----------------------------------------------------------------------
| | Signature of the Investor or authorized
      signatory of the Investor
| |                                                                        
| |                                                                        
| | Name of Investor                                                       
| |                                                                        
| |                                                                        
| | Address of Investor                                                    

---

SCHEDULE D

CERTIFICATE OF U.S. PERSON

This form must be completed by United States
investors.

A United States investor is any person in the United States
or any U.S. person as defined in Regulation S under the United States
Securities Act of 1933, as amended. This will include (a) any natural person
resident in the United States; (b) any partnership or corporation organized or
incorporated under the laws of the United States; (c) any trust of which any
trustee is a U.S. person; (d) any partnership or corporation organized outside
the United States by a U.S. person principally for the purpose of investing in
securities not registered under the U.S. Securities Act of 1933, unless it is
organized or incorporated, and owned, by accredited investors who are not
natural persons, estates or trusts; (e) any estate of which any executor or
administrator is a U.S. person.

The Investor covenants, represents and warrants to Austral
Pacific Energy Ltd.(the Issuer) that:

(a) it understands that the Units, the
Shares, the Warrants and the Warrant Shares (collectively, the Securities)
have not been and will not be registered under the U.S. Securities Act and that
the sale contemplated hereby is being made in reliance on the exemption from
such registration requirement provided by Rule 506 of Regulation D;

(b) it acknowledges that it has not
purchased 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;

(c) it understands and agrees that
there may be material tax consequences to the Investor of an acquisition,
disposition or exercise of any of the Securities. The Issuer gives no opinion
and makes no representation with respect to the tax consequences to the Investor
under United States, state, local or foreign tax law of the undersigneds
acquisition or disposition of such securities. In particular, no determination
has been made whether the Issuer will be a passive foreign investment company
(PFIC) within the meaning of Section 1291 of the United States Internal
Revenue Code;

(d) it understands and agrees that the
financial statements of the Issuer have been prepared in accordance with
Canadian generally accepted accounting principles, which differ in some respects
from United States generally accepted accounting principles, and thus may not be
comparable to financial statements of United States companies;

(e) it understands and acknowledges
that upon the issuance thereof, and until such time as the same is no longer
required under the applicable requirements of the U.S. Securities Act or
applicable state securities laws and regulations, the certificates representing
the Securities will bear a legend in substantially the following form:

> The securities represented hereby have not been and
>       will not be registered under the United States Securities Act of 1933, as
>       amended (the U.S. Securities Act). The holder hereof, by purchasing
>       such securities, agrees for the benefit of the Issuer that such securities
>       may be offered, sold, pledged or otherwise transferred only (a) to the Issuer,
>       (b) outside the United States in accordance with Rule 904 of Regulation
>       S under the U.S. Securities Act if applicable, (c) inside the United Sates
>       (1) pursuant to the exemption from the registration requirements under the
>       U.S. Securities Act provided by Rule 144 thereunder, if available, and in
>       accordance with applicable State securities laws, or (2) in a transaction
>       that does not require registration under the U.S. Securities Act or any
>       applicable State laws and regulations governing the offer and sale of securities,
>       and the holder has prior to such sale furnished to the Issuer an opinion
>       of counsel or other evidence of exemption in form and substance reasonably
>       satisfactory to the Corporation. Provided that if the Corporation is a foreign
>       issuer as that term is defined by Regulation S of the U.S. Securities
>       Act at the time of sale, a new certificate bearing no restrictive

---

- 2 -

> legend, delivery of which will constitute Good Delivery
>       may be obtained form the transfer agent, upon delivery of this certificate
>       and a duly executed declaration, in form satisfactory to the Corporation
>       and its transfer agent, to the effect that the sale of the securities represented
>       hereby is being made in compliance with Rule 904 of Regulation S under the
>       U.S. Securities Act.

If the Issuer is a foreign issuer
within the meaning of Regulation S under the U.S. Securities Act at the time of
sale, a new certificate, which will constitute good delivery, will be made
available to the Investor upon provision by the Investor to the transfer agent
of a declaration (in the form attached as Appendix A) that the sale of the
securities represented thereby is being made in compliance with Rule 904 of
Regulation S under the U.S. Securities Act.

(f) it consents to the Issuer making a
notation on its records or giving instruction to the registrar and transfer
agent of the Issuer in order to implement the restrictions on transfer set forth
and described herein;

(g) if an individual, it is a resident
of the state or other jurisdiction listed in its address on the signature page
of the Subscription Agreement, or if the Investor is not an individual, the
office of the Investor at which the Investor received and accepted the offer to
purchase the Issuers Units is the address listed on the signature page of the
Subscription Agreement.

(h) it has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of an investment in the Securities and it is able to bear the
economic risk of loss of its entire investment;

(i) the Issuer has provided to it the
opportunity to ask questions and receive answers concerning the terms and
conditions of the offering and it has had access to such information concerning
the Issuer as it has considered necessary or appropriate in connection with its
investment decision to acquire the Securities;

(j) it is acquiring the Securities for
its own account, for investment purposes only and not with a view to any resale,
distribution or other disposition of the Securities in violation of the United
States securities laws;

(k) if it decides to offer, sell or
otherwise transfer any of the Securities, it will not offer, sell or otherwise
transfer any of such Securities directly or indirectly, unless

(i)      the
sale is to the Issuer;

(ii)     the sale
is made outside the United States in a transaction meeting the requirements of
Rule 904 of Regulation S under the U.S. Securities Act and in compliance with
applicable local laws and regulations;

(iii)    the sale is
made pursuant to the exemption from the registration requirements under the U.S.
Securities Act provided by Rule 144 thereunder and in accordance with any
applicable state securities or Blue Sky laws; or

(iv)     the
Securities are sold in a transaction that does not require registration under
the U.S. Securities Act or any applicable state laws and regulations governing
the offer and sale of securities, and, in the case of clauses (ii) or (iv)
above, it has prior to such sale furnished to the Issuer an opinion of counsel
or other evidence of exemption in form and substance reasonably satisfactory to
the Issuer;

(l) it understands and agrees that the
Warrants may not be exercised in the United States or by or on behalf of a U.S.
Person or a person in the United States unless registered under the U.S.
Securities Act and any applicable state securities laws or unless an exemption
from such registration requirements is available and that certificates
representing the Warrants will bear a legend to such effect;

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(m) it hereby agrees and consents by
acceptance hereof that the certificate or certificates representing the Warrants
shall be impressed with a legend reciting that the exercise thereof is
restricted, substantially in the following form:

> THIS WARRANT AND THE SECURITIES DELIVERABLE UPON
>       EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
>       ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
>       ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE
>       UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S.
>       PERSON UNLESS THE WARRANT AND THE WARRANT SHARES HAVE BEEN REGISTERED UNDER
>       THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH
>       STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
>       "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE
>       SECURITIES ACT."

(n) It is an accredited investor as
defined in Regulation D by virtue of satisfying one or more of the categories
indicated below (please place your initials on the appropriate line(s)):

|________ | Category 1.  | A bank, as defined in Section 3(a)(2) of the U.S.
      Securities Act, whether acting in its individual or fiduciary capacity; or                                                                                                                                                                                                                                                                                                                                                                                                                    
|-------- | ------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|________ | Category 2.  | A savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting
      in its individual or fiduciary capacity; or                                                                                                                                                                                                                                                                                                                                                               
|         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|________ | Category 3.  | A broker or dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934; or                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|________ | Category 4.  | An insurance company as defined in Section 2(13) of the
      U.S. Securities Act; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|________ | Category 5.  | An investment company registered under the Investment
      Issuer Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|________ | Category 6.  | A business development company as defined in Section
      2(a)(48) of the Investment Issuer Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                                          
|         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|________ | Category 7.  | A small business investment company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the
      Small Business Investment Act of 1958; or                                                                                                                                                                                                                                                                                                                                                                       
|         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|________ | Category 8.  | A plan established and maintained by a state, its
      political subdivision or any agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees, with assets in
      excess of US$5,000,000; or                                                                                                                                                                                                                                                                                                      
|         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|________ | Category 9.  | An employee benefit plan within the meaning of the
      Employee Retirement Income Security Act of 1974in which the
      investment decision is made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment advisor, or an employee benefit
      plan with total assets in excess of US$5,000,000 or, if a self-directed
      plan, the investment decisions are made solely by persons who are
      accredited investors; or
|         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|________ | Category 10. | A private business development company as defined in
      Section 202(a)(22) of the Investment Advisors Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                              

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|________ | Category 11. | An organization described in Section 501(c)(3) of the
      Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust, or a partnership, not formed for the specific
      purpose of acquiring the Shares, with total assets in excess of
      US$5,000,000; or                              
|-------- | ------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |              |                                                                                                                                                                                                                                                                                                                            
|________ | Category 12. | A director, executive officer or general partner of the
      Issuer; or                                                                                                                                                                                                                                                   
|         |              |                                                                                                                                                                                                                                                                                                                            
|________ | Category 13. | A natural person whose individual net worth, or joint net
      worth with that persons spouse, at the time of this purchase exceeds
      US$1,000,000; or                                                                                                                                                               
|         |              |                                                                                                                                                                                                                                                                                                                            
|________ | Category 14. | A natural person who had an individual income in excess
      of US$200,000 in each year of the two most recent years or joint income
      with that persons spouse in excess of US$300,000 in each of those years
      and has a reasonable expectation of reaching the same income level in the
      current year; or
|         |              |                                                                                                                                                                                                                                                                                                                            
|________ | Category 15. | A trust, with total assets in excess of US$5,000,000, not
      formed for the specific purpose of acquiring the securities offered, whose
      purchase is directed by a sophisticated person as described in SEC Rule
      506(b)(2)(ii); or                                                                           
|         |              |                                                                                                                                                                                                                                                                                                                            
|________ | Category 16. | An entity in which each of 3the equity owners meets the
      requirements of one of the above categories.                                                                                                                                                                                                                 

ONLY UNITED STATES INVESTORS NEED TO COMPLETE AND
SIGN

|                                       | 
|-------------------------------------- | 
|Date                                   | 
|                                       | 
|                                       | 
|Duly authorized signatory for Investor | 
|                                       | 
|                                       | 
|(Print name of Investor)               | 

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- 5 -

Appendix A to

CERTIFICATE OF U.S. PERSON

Form of Declaration for Removal of Legend

TO:     Registrar and transfer agent for
the shares of Austral Pacific Energy Ltd. (the Corporation).

The undersigned (A) acknowledges that the sale of the
securities of the Corporation to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of
1933, as amended (the U.S. Securities Act), and (B) certifies that (1) the
undersigned is not an affiliate of the Corporation (as that term is defined in
Rule 405 under the U.S. Securities Act); (2) the offer of such securities was
not made to a person in the United States and either (a) at the time the buy
order was originated, the buyer was outside the United States, or the seller and
any person acting on its behalf reasonably believed that the buyer was outside
the United States, or (b) the transaction was executed on or through the
facilities of the TSX Venture Exchange and neither the seller nor any person
acting on its behalf knows that the transaction has been prearranged with a
buyer in the United States; (3) neither the seller nor any affiliate of the
seller nor any person acting on their behalf has engaged or will engage in any
directed selling efforts in the United States in connection with the offer and
sale of such securities; (4) the sale is bona fide and not for the purpose of
washing off the resale restrictions imposed because the securities are
restricted securities (as that term is defined in Rule 144(a)(3) under the U.
S. Securities Act); (5) the seller does not intend to replace such securities
with fungible unrestricted securities; and (6) the contemplated sale is not a
transaction, or part of a series of transactions, which, although in technical
compliance with Regulation S, is part of a plan or scheme to evade the
registration provisions of the U. S. Securities Act. Terms used herein have the
meanings given to them by Regulation S under the U.S. Securities Act.

Dated _______________ 2005.

| | **X**                                                          |                                                              
| | -------------------------------------------------------------- | -------------------------------------------------------------
| |                                                                | Signature of individual (if Purchaser isan
      individual) 
| |                                                                |                                                              
| | **X**                                                          |                                                              
| |                                                                | Authorized signatory (if Purchaser is notan
      individual)
| |                                                                |                                                              
| |                                                                |                                                              
| | Name of Purchaser (please print)                              
| |                                                                |                                                              
| |                                                                |                                                              
| | Name of authorized signatory (please print)                   
| |                                                                |                                                              
| |                                                                |                                                              
| | Official capacity of authorized signatory (please
      print)

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