EXHIBIT 4.8


	
 

	
 

	
 

	
 

	
 


	
 

	
PREFERRED
 SHARE SUBSCRIPTION AGREEMENT

	
(Execution
 Copy)


	
 

	
 

	
 

	
 

	
 


	
TO:

	
 

	
 

	
Austral
 Pacific Energy Ltd. (herein “Austral” or “Issuer”)


	
 

	
 

	
 

	
Level 3,
 40 Johnson Street


	
 

	
 

	
 

	
Wellington
 Central


	
 

	
 

	
 

	
Wellington
 6011


	
 

	
 

	
 

	
New
 Zealand


	
 

	
 

	
 

	
Phone: 64
 4 495 0888 Fax: 64 4 495 0889


	
 

	
 

	
 

	
 

	
 


	
FROM:

	
 

	
 

	 

	
 


	
 

	
 

	
 

	
(Investor
 Name)


	
 

	
 

	
 

	
 


	
RE:

	
 

	
 

	
Purchase
 of US $10 million Preferred Shares of Austral at US$1.30 each


	
 

	
 

	
 

	
Reference
 Date: June 29, 2007


	
 

	
 

	
 

	
Cut-off
 Time: 5:00 p.m., July 6, 2007 (New Zealand time)


	 








	
 

	
 

	
 

	
 


	
INSTRUCTIONS FOR COMPLETING THIS SUBSCRIPTION 


	
 


	 


	
 


	
1.

	
Complete the
 information required on page 2 with respect to subscription amounts and
 registration and delivery particulars for the Share certificates. 


	
 

	
 


	
2.

	
Complete the
 applicable forms (the “Forms”) at the end of this Subscription: 


	
 

	
 


	
 

	
(a)

	
If the
 investor is not an individual (i.e. not 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).


	
 

	
 

	
 


	
 

	
(b)

	
Subscribers resident in Canada, sign
 Schedule B – Representation Letter For Accredited Investors;


	
 

	
 

	
 


	
 

	
(c)

	
Subscribers who are US Persons or who were
 offered the Shares in the United States, who execute or deliver this
 Agreement in the United States, or who are “U.S. Persons” (as hereinafter
 defined) must be “accredited investors” within the meaning assigned in Rule
 501(a) of Regulation D promulgated under the U.S. Securities Act, and must
 complete and sign Schedule C – Certificate of U.S. Purchaser.


	
 

	
 

	
 


	
3.

	
All investors fax or courier completed form
 and courier or wire subscription funds to the Issuer, at the above address,
 Attention: Thompson Jewell, CEO, Jeanette Watson, Corporate Secretary. All
 monetary amounts herein are in U.S. dollars. Certified cheque or bank draft
 should be payable to: “Austral Pacific Energy Ltd.” 





Signed and completed documents must be
received with initial funds of US$5 million no later than Friday, July 6, 2007
at 5:00 p.m. NZ time. Completion of initial tranche of funding will occur
approximately 15 days thereafter upon American Stock Exchange (AMEX) and TSX
Venture Exchange 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

	
Account
 Number:

	
8900280107


	
 

	
 

	
 

	
 

	
 


	
Please confirm payment
 details to the ASB Bank by authenticated swift message (Type 103) as follows:


	
 


	
For
 further credit to:

	
 

	
Austral Pacific Energy (NZ)
 Limited


	
Under
 advice to:

	
 

	
 

	
ASB Financial Markets


	
 

	
 

	
 

	
Corner Wellesley &
 Albert Streets,


	
 

	
 

	
 

	
Auckland


	
 

	
 

	
 

	
New Zealand













- 2 -






	
 


	 


	
(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.) 


	
 


	 


	
(Investor’s Address) 


	
 


	 


	
 


	
 


	 


	
Investor’s Telephone Number and Fax Number) 


	
 


	 


	
Investor’s E-Mail Address (optional) 


	
 


	
REGISTER the Shares as set forth below 


	
 


	 


	
Name 


	
 


	 


	
Account reference, if applicable 


	
 


	 


	
Address 


	
 


	 








Swift: ASBBNZ2A 

Account Number: 21099188-USD-21 


	
 

	
 


	
Maximum Subscription: US$

	 










	
 

	
 


	
Initial Subscription Amount Enclosed:
(not less than US$5 million) 


	
 


	
$

	 


	
Payable to: Austral Pacific Energy Ltd.


	
 





	
DELIVER the Shares as set forth below: 


	
 


	 


	
Name 


	
 


	 


	
Account reference, if applicable 


	
 


	 


	
Contact Name 


	
 


	 


	
Address 


	
 


	 


	
 


	
 


	 

	
Telephone Number 


	
 










Consent to the Disclosure of Information
under Privacy Legislation 


The 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. 






- 3 -


OTHER INFORMATION TO BE COMPLETED BY EACH INVESTOR


	
 

	
 

	
 

	
 

	
 


	
A.

	
Corporate Placee or Investment Portfolio Manager Registration Form (Schedule
 A) 


	
 

	
 


	
 

	
IF THE
 INVESTOR IS 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


	
 

	
 


	
B.

	
Present Ownership of Securities 


	
 

	
 


	
 

	
The Investor
 either [CHECK APPROPRIATE ITEM]:
 


	
 

	
 


	
— 

	
does not own
 directly or indirectly, or exercise control or direction over, any Preferred
 shares in the capital stock of the Issuer or securities convertible into
 Preferred shares in the capital stock of the Issuer (excluding the Shares
 subscribed for herein); or


	
 

	
 


	
— 

	
owns
 directly or indirectly, or exercise control or direction over,
 _________ Preferred shares in the capital stock of the Issuer and
 options, warrants and convertible securities entitling the Investor to
 acquire an additional _________ Preferred shares in the capital
 stock of the Issuer (excluding the Shares _________ subscribed for
 herein).


	
 

	
 


	
C.

	
Insider Status 


	
 

	
 


	
 

	
The Investor
 either [CHECK IF APPROPRIATE]: 


	
 

	
 


	
— 

	
is NOT an “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 NOT a 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).










- 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. 








	
 


	 

	
 


	
ACCEPTANCE: The Issuer hereby accepts the
 above subscription. 





AUSTRAL PACIFIC ENERGY LTD. 


	
 

	
 

	
 

	
 


	
Per:

	
 

	
       Acceptance Date:

	
 


	
 

	 

	
 

	 


	
 

	
Authorized
 Signatory

	
 

	
 












- 5 -


Purchase of US$1.30 Shares Exempt from
Prospectus Requirements


1. Definitions 


	
 

	
 


	
1.1

	
(a) “Accredited Investor” means, for a
 Subscriber resident in Canada or the United States a high net worth or high
 income person, specifically defined on the relevant attachments hereto as an
 Investor; 


	
 

	
 


	
 

	
(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 July 6, 2007 as the
 Issuer may determine within the requirements of the TSX Venture, AMEX and
 NZSX, if applicable. On the Closing Date the Shares will be issued and
 delivered to Investor or as it may direct;


	
 

	
 


	
 

	
(f) “Cut-off Time” means the time by which
 this Subscription must be signed and sent by courier or electronic means to
 the Issuer with $5 million. The Cut-off Time is 5:00 p.m., July 6, 2007 (New
 Zealand time).


	
 

	
 


	
 

	
(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 Shares 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;


	
 

	
 


	
 

	
(n) “misrepresentation” is as generally
 defined under Applicable Securities Laws;


	
 

	
 


	
 

	
(o) “NZSX” means the New Zealand Stock
 Exchange;












- 6 -


	
 

	
 


	
 

	
(p) “Offering” means the planned sale by the
 Issuer of up to US$10,000,000 of Shares to two investors on the terms set
 forth in this Agreement. 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(r) “Paid-up Amount” means for each Share the
 subscription price of US$1.30; 


	
 

	
 


	
 

	
(s) “Portfolio Manager” means an adviser who
 manages the investment portfolio of clients through discretionary authority
 granted by one or more clients; 


	
 

	
 


	
 

	
(t) “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;  


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(v) “Regulation D” means Regulation D under
 the U.S. Securities Act; 


	
 

	
 


	
 

	
(w) “Regulation S” means Regulation S under
 the U.S. Securities Act; 


	
 

	
 


	
 

	
(x) “Regulatory Acceptance” means the
 acceptance of the transaction contemplated hereby and the approval for
 listing of the Shares by the TSX Venture, AMEX and NZSX; 


	
 

	
 


	
 

	
(y) “Securities” means the Shares; 


	
 

	
 


	
 

	
(z) “Share(s)” means a Series 1 Preferred Share,
 without par value, in the capital of the Issuer having the special rights and
 restrictions generally described in Schedule D; 


	
 

	
 


	
 

	
(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) “U.S. Person” means a U.S. Person as
 defined in Regulation S; and


	
 

	
 


	
 

	
(dd) “U.S. Securities Act” means the Securities Act of 1933, as amended, of
 the United States of America.





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 Shares of the Issuer set out on the
face page of this Subscription Agreement at the price of US$1.30 per Share. Subject
to the terms hereof, this Subscription will be deemed to have been made and be
effective only upon its acceptance by the Issuer. 


2.2 The
Investor may complete this subscription by payment of an initial tranche of
US$5 million on the initial Closing. Subsequent closings will occur on one or
more dates within a 120 day period after the initial closing on no less than 10
business days notice by the Issuer to the Investor. The Investor (or an
affiliated Investor) has the right to require the completion of one or more
additional subscriptions aggregating, together with the initial tranche of $5
million forwarded herewith, a total investment of $10 million. If notice is
sent by the Investor it will confirm the amount required (up to the remaining
subscribed amount) and the proposed Closing Date. At each subsequent Closing
the representations and warranties of each party contained herein shall be
deemed to have been made again by each party unless a party otherwise informs
the other of a change in writing prior to such closing. 






- 7 -


3. Closings-Initial and Subsequent


3.1 The
Investor must deliver to the offices of the Issuer on or before the Cut-off
Time, 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 for the first tranche. 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 Shares 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 will be delivered to the Investor as the Investor shall instruct.
Investor hereby waives receiving any prior notice of the initial Closing. The
initial Closing is targeted for on or about July 20, 2007 with subsequent closing(s),
if any, determined in accordance with § 2.2.


3.2 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.


3.3 The
Investor agrees that the funds advanced hereunder may be thereupon used by the
Issuer and will be treated by the parties as a short term loan to the Issuer
until Closing.


4. Investor’s Acknowledgements – Regarding
Risk, Restrictions, Independent Advice


4.1 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 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 Shares 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;










- 8 -


	
 

	
 


	
 

	
(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 Shares to the Investor.





4.2 The
Investor hereby agrees that with respect to any personal information provided
in this document or otherwise received by or in possession of the Issuer
(“Personal Information”), the Investor hereby consents to 


	
 

	
 


	
 

	
(a) the
 disclosure of any Personal Information to the TSX Venture, AMEX and NZSX and
 such securities commissions as may have jurisdiction over the Issuer; and


	
 

	
 


	
 

	
(b) the
 further collection, use and disclosure of any Personal Information by the
 aforesaid regulator authorities for the discharge of their regulatory
 functions.





5. Investor’s Exemption Status


5.1 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 the
Investor is purchasing the Shares as principal for its own account, it is
purchasing such Shares not for the benefit of any other person, and not with a
view to the resale or distribution of the Shares and one of the following
Exemptions applies to the Investor: 


	
 

	
 

	
 


	
 

	
(a) Insiders’
Family, Close Friends and Business Associates Exemption (Investors Outside of Canada go to §5.2 and
note §5.3(m))  


	
 

	
 

	
 


	
 

	
 

	
The Investor
 is:


	
 

	
 

	
 


	
 

	
 

	
(i) a
 director, executive officer or control person of the Issuer, or of an
 affiliate of the Issuer,


	
 

	
 

	
 


	
 

	
 

	
(ii) a
 spouse, parent, grandparent, brother, sister or child of a director,
 executive officer or control person of the Issuer, or of an affiliate of the
 Issuer,


	
 

	
 

	
 


	
 

	
 

	
(iii) a
 parent, grandparent, brother, sister or child of the spouse of a director,
 executive officer or control person of the Issuer or of an affiliate of the
 Issuer,


	
 

	
 

	
 


	
 

	
 

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


	
	









- 9 -


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
(vi) 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,


	
 

	
 

	
 


	
 

	
 

	
(vii) a
  parent, grandparent, brother, sister or child of a spouse of a founder of the
  Issuer,


	
 

	
 

	
 


	
 

	
 

	
(viii) a
  person of which a majority of the voting securities are beneficially owned
  by, or a majority of the directors are, persons described in paragraphs (i)
  to (vii), or


	
 

	
 

	
 


	
 

	
 

	
(ix) a trust or estate of which all of the
  beneficiaries or a majority of the trustees or executors are persons
  described in paragraphs (i) to (vii);








	
 

	
 

	
 


	
 

	
(b)

	
Minimum Amount Exemption


	
 

	
 

	
 


	
 

	
 

	
(i) The
  aggregate acquisition cost of purchasing the Shares will not be less than
  Cdn.$150,000 paid in cash at the time of purchase, and the Investor has not
  been created or used solely to purchase or hold the Shares in reliance on
  this Exemption;


	
 

	
 

	
 


	
 

	
(c)

	
Accredited Investor Exemption


	
 

	
 

	
 


	
 

	
 

	
The Investor
  is an “Accredited Investor” and the Investor has properly completed and duly
  executed the Representation Letter for Accredited Investors 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; or


	
 

	
 

	
 


	
 

	
(d)

	
For
  residents of Ontario only, the Investor is:








	
 

	
 

	
 


	
 

	
 

	
(i) a founder
  of the Issuer,


	
 

	
 

	
 


	
 

	
 

	
(ii) an
  affiliate of a founder of the Issuer,


	
 

	
 

	
 


	
 

	
 

	
(iii) a
  spouse, parent, brother, sister, grandparent or child of an executive
  officer, director or founder of the Issuer, or


	
 

	
 

	
 


	
 

	
 

	
(iv) a
  person that is a control person of the Issuer.





5.2 Investors Outside
of Canada


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(d) there
  are restrictions on the Investor’s ability to resell the Shares and it is the
  responsibility of the Investor to determine what those restrictions are and
  to comply with them before selling the Shares; 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 Shares through a person registered to sell the Shares under Applicable
  Securities Laws and, as a consequence of acquiring securities pursuant to 










- 10 -


	
 

	
 


	
 

	
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;


	
 

	
 


	
 

	
(f) 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 United States) which would apply to this subscription;


	
 

	
 


	
 

	
(g) the
  Investor is purchasing the Shares pursuant to exemptions from any prospectus,
  registration or similar requirements under the laws of that International
  Jurisdiction and or, if such is not applicable, the Investor is permitted to
  purchase the Investor’s Shares, and the Issuer has no filing obligations in
  the International Jurisdiction;


	
 

	
 


	
 

	
(h) no laws
  in the International 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 International Jurisdiction;


	
 

	
 


	
 

	
(i) the
  Shares are being acquired for investment only and not with a view to resale
  and distribution within the International Jurisdiction; and


	
 

	
 


	
 

	
(j) if it is
  a resident of the United Kingdom then it complies with the provisions of §5.1
  of this Subscription Agreement as if it were a resident of British Columbia
  and it is a person of the described in Article 11(3) of the Financial
  Services Act, 1986 (Investment Advertisements)
  (Exemptions) Order 1996, as amended, and is a person whose ordinary
  activities involve it in acquiring, holding, managing or disposing of
  investments (as principal or agent) for the purpose of its business.





5.3 Other General
Representations Applicable to Investors


The following
representations are hereby made by each Investor subject to the provisos
contained below:


	
 

	
 


	
 

	
(a) the
  Investor is purchasing as principal of for fully managed accounts and the
  Investor is not purchasing the shares on behalf of,, or with an intention to
  act or vote in concert with any, existing shareholder of the Issuer and 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 under the heading “Name and Address
  of Investor” on the execution 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 Shares, 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 










- 11 -


	
 

	
 


	
 

	
personal
  investment advisor, legal counsel and tax advisers or has waived its rights
  thereto and the Investor is either experienced in or knowledgeable with
  regard to the affairs of the Issuer, or either alone or with its 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 Shares 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 Shares;


	
 

	
 


	
 

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








	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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





           No
U.S. Investor Participation Except with Accredited Investor Form (Schedule C)


	
 

	
 

	
 

	
 


	
 

	
(h) The
  Investor represents and warrants either:


	
 

	
 


	
 

	
 

	
(i)       the
  Investor


	
 

	
 

	
 


	
 

	
 

	
 

	
(A) is not,
  and is not purchasing the Shares for the account of or benefit of, a U.S.
  Person or a person in the United States;


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B) was not
  offered Shares in the United States; and


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(C) did not
  execute or deliver this Agreement in the United States; OR








	
 

	
 

	
 

	
 


	
 

	
 

	
(ii) the
  Investor is a U.S. Person who is an “accredited investor” as defined in Rule
  501(a) of Regulation D of the U.S. Securities Act; and


	
 

	
 

	
 


	
 

	
 

	
(iii) in the
  case of paragraph 5.3(h)(ii) above, the Investor has duly completed, executed
  and delivered to the Issuer the Certificate of U.S. Purchaser attached hereto
  as Schedule C, and represents, warrants and covenants to the Issuer as to the
  accuracy of all matters set out therein as at the date hereof and on the
  Closing Date;


	
 

	
 

	
 


	
 

	
(i) Unless
  the Investor completes the Certificate of U.S. Purchaser included herein as
  Schedule C in connection with a purchase of the Shares made in reliance on
  Regulation E, the Investor additionally represents and warrants that:


	
 

	
 


	
 

	
 

	
(i) 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 Shares;


	
 

	
 

	
 

	
 


	
 

	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
 

	
(C) the
  voting of the Shares; and


	
 

	
 

	
 

	
 


	
 

	
 

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










- 12 -


	
 

	
 

	
 


	
 

	
 

	
(iii) the
  Investor represents that 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; 


	
 

	
 

	
 


	
 

	
(j)

	
The
  Investor acknowledges and agrees that: 


	
 

	
 

	
 


	
 

	
 

	
(i) the Shares
  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; 


	
 

	
 

	
 


	
 

	
 

	
(ii) the
  Issuer has no obligation or present intention of filing a registration
  statement under the U.S. Securities Act
  in respect of the Shares; and 


	
 

	
 

	
 


	
 

	
 

	
(iii) 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 Shares, 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 Shares; 





Compliance with Resale Laws 


(k) the
Investor will comply with Applicable Securities Laws and, if applicable, Rule
904 of Regulation S concerning the resale of the Shares and all related
restrictions (and the Issuer is not in any way responsible for such compliance)
and shall speak and consult with its own legal advisors with respect to such
compliance; 


Own Expense 


(l) 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 Shares shall
be borne by the Investor; 


International Investor 



	
 

	
 


	
     (m)

	
 if the
  Investor is resident of an International Jurisdiction (meaning herein a
  country other than Canada or the United States) 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 Shares pursuant to exemptions from any prospectus,
  registration or similar requirements under the laws of that International
  Jurisdiction and or, if such is not applicable, the Investor is permitted to
  purchase the Investor’s Shares, and the Issuer has no filing obligations in
  the International Jurisdiction; 


	
 

	
 


	
 

	
(iii) no
  laws in the International 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 International Jurisdiction; and 


	
 

	
 


	
 

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





6. The Issuer’s Representations 


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






- 13 -


	
 

	
 


	
 

	
(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; 


	
 

	
 


	
 

	
(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 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; 


	
 

	
 


	
 

	
(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 Preferred 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. 





7. Covenants of the Issuer 


7.1 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 










- 14 -


	
 

	
 


	
 

	
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. 





8. Resale Restrictions and Legending of Securities 


8.1 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 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 common shares underlying represented
  by this certificate 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.]”





8.2 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 §8.1: 


	
 

	
 


	
 

	
“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, 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  






- 15 -


Act. The
Issuer also reserves the right to affix to the Securities the legend contained
in this §8.2 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. Investor’s Consent to Issuer to Correct or Complete
Subscription Agreement 


9.1 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. 


10. General 


10.1 Time is
of the essence hereof. 


10.2 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. 


10.3 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. 


10.4 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. 


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


10.6 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. 


10.7 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. 


10.8 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 Shares by the Investor pursuant hereto, the
completion of the issue of Shares of the Issuer and any subsequent disposition
by the Investor of the Shares; 


10.9 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; 


10.10 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
Preferred law, by the Issuer, by the Investor, or by anyone else; 


10.11 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)

	
Name:
  __________________________________________________________________________________


	
 

	
 

	
 


	
 

	
(b)

	
Complete
  Address:
  ________________________________________________________________________


	
 

	
 

	
 


	
 

	
 

	
_____________________________________________________________________________________________________________________


	
 

	
 

	
 


	
 

	
(c)

	
Jurisdiction
  of Incorporation or Creation:
  _______________________________________________________


	
 

	
 

	
 


	
2.

	
(a)

	
Is the
  Placee purchasing securities as a portfolio manager
  (Yes/No)?__________________________________


	
 

	
 

	
 


	
 

	
(b)

	
Is the
  Placee carrying on business as a portfolio manager outside of Canada
  (Yes/No)? ___________________


	
 

	
 

	
 


	
3.

	
If the
  answer to 2(b) above was “Yes”, the undersigned certifies that: 


	
 

	
 

	
 


	
 

	
(a)

	
It is
  purchasing securities of an Issuer on behalf of managed accounts for which it
  is making the investment decision to purchase the securities and has full
  discretion to purchase or sell securities for such accounts without requiring
  the client’s express consent to a transaction; 


	
 

	
 

	
 


	
 

	
(b)

	
it carries
  on the business of managing the investment portfolios of clients through
  discretionary authority granted by those clients (a “portfolio manager”
  business) in _______________ [jurisdiction], and it is permitted by law to
  carry on a portfolio manager business in that jurisdiction; 


	
 

	
 

	
 


	
 

	
(c)

	
it was not
  created solely or primarily for the purpose of purchasing securities of the
  Issuer; 


	
 

	
 

	
 


	
 

	
(d)

	
the total
  asset value of the investment portfolios it manages on behalf of clients is
  not less than $20,000,000; and 


	
 

	
 

	
 


	
 

	
(e)

	
it has no
  reasonable grounds to believe, that any of the directors, senior officers and
  other insiders of the Issuer, and the persons that carry on investor relations
  activities for the Issuer has a beneficial interest in any of the managed
  accounts for which it is purchasing. 






	
 

	
 

	
 


	 

	
FORM 4C
(as at March 11, 2004) 

	
 CORPORATE PLACEE REGISTRATION FORM 

	
Page 1 













- 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


	
 

	
 

	
 


	 

	
FORM 4C
(as at March 11, 2004) 

	
 CORPORATE PLACEE REGISTRATION FORM 

	
Page 2 










SCHEDULE B


REPRESENTATION LETTER


(FOR ACCREDITED INVESTORS-Canadian Investors
only)


TO: Austral Pacific Energy Ltd. (“Austral”) 


In connection
with the purchase of Preferred shares in the capital of Austral (“Shares”) by the subscriber or, if
applicable, the principal on whose behalf the undersigned is purchasing as
agent (the “Subscriber” for the
purposes of this Schedule B), the Subscriber hereby represents, warrants,
covenants and certifies to that: 


	
 

	
 


	
1.

	
The
  Subscriber is purchasing the Shares as principal for its own account or is
  deemed to be acting principal pursuant to National Instrument 45-106 entitled
  “Properties and Registration Exemptions” (“NI 45-106”);


	
 

	
 


	
2.

	
The Subscriber
  is an “accredited investor” within the meaning of NI 45-106 by virtue of
  satisfying indicated criterion as set out in Appendix “A” to this
  Representation Letter; and 


	
 

	
 


	
3.

	
Upon
  execution of this Schedule B by the Subscriber, this Schedule B shall be
  incorporated into and part of the Subscription Agreement. 





Dated:
_________________________, 2006. 


	
 

	
 

	
 


	
 

	 


	
 

	
Print name of Subscriber


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	

 

	
 

	
Signature 


	
 

	
 

	
 


	
 

	
 

	 


	
 

	
 

	
Print name of Signatory (if
  different from Subscriber) 


	
 

	
 

	
 


	
 

	
 

	 


	
 

	
 

	
Title 





IMPORTANT: PLEASE INITIAL APPENDIX “A” ON THE
NEXT PAGE






APPENDIX “A”


TO SCHEDULE B


Accredited Investor -
(defined in NI 45-106) means:


	
 

	
 

	
 


	
o

	
(a) an
  individual who, either alone or 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; 


	
 

	
 

	
 


	
o

	
(b) an
  individual whose net income before taxes exceeded $200,000 in each of the 2
  most recent calendar years or whose net income before taxes combined with
  that of a spouse exceeded $300,000 in each of the 2 most recent calendar
  years and who, in either case, reasonably expects to exceed that net income
  level in the current calendar year; 


	
 

	
 

	
 


	
o

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


	
 

	
 

	
 


	
o

	
(d) a
  person, other than an individual or investment fund, that has net assets of
  at least $5,000,000 as shown on its most recently prepared financial
  statements; 


	
 

	
 

	
 


	
o

	
(e) a person
  in respect of which all of the owners of interests, direct, indirect or
  beneficial, except the voting securities required by law to be owned by
  directors, are persons that are accredited investors; 


	
 

	
 

	
 


	
o

	
(f) a
  Canadian financial institution, or a Schedule III bank; 


	
 

	
 

	
 


	
o

	
(g) the
  Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
  


	
 

	
 

	
 


	
o

	
(h) a
  subsidiary of any person referred to in paragraphs (f) or (g), if the person
  owns all of the voting securities of the subsidiary, except the voting
  securities required by law to be owned by directors of that subsidiary; 


	
 

	
 

	
 


	
o

	
(i) a person
  registered under the securities legislation of a jurisdiction of Canada as an
  adviser or dealer, other than a person registered solely as a limited market
  dealer under one or both of the Securities
  Act (Ontario) or the Securities
  Act (Newfoundland and Labrador); 


	
 

	
 

	
 


	
o

	
(j) an
  individual registered or formerly registered under the securities legislation
  of a jurisdiction of Canada as a representative of a person referred to in
  paragraph (i); 


	
 

	
 

	
 


	
o

	
(k) the
  Government of Canada or a jurisdiction of Canada, or any crown corporation,
  agency or wholly owned entity of the Government of Canada or a jurisdiction
  of Canada; 


	
 

	
 

	
 


	
o

	
(l) a municipality,
  public board or commission in Canada and a metropolitan community, school
  board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an
  intermunicipal management board in Québec; 


	
 

	
 

	
 


	
o

	
(m) any
  national, federal, state, provincial, territorial or municipal government of
  or in any foreign jurisdiction, or any agency of that government; 


	
 

	
 

	
 


	
o

	
(n) a
  pension fund that is regulated by either the Office of the Superintendent of
  Financial Institutions (Canada) or a pension commission or similar regulatory
  authority of a jurisdiction of Canada; 


	
 

	
 

	
 


	
o

	
(o) an
  investment fund that distributes or has distributed its securities only to 


	
 

	
 

	
 


	
 

	
 

	
(i)        a person
  that is or was an accredited investor at the time of the distribution;










-
2 -


	
 

	
 

	
 


	
 

	
 

	
(ii)      a person
  that acquires or acquired securities in the circumstances referred to in
  Sections 2.10 [Minimum amount investment],
  and 2.19 [Additional investment in
  investment funds] of NI 45-106; OR 


	
 

	
 

	
 


	
 

	
 

	
(iii)     a person
  described in paragraph (i) or (ii) that acquires or acquired securities under
  Section 2.18 [Investment fund reinvestment]
  of NI 45-106; 


	
 

	
 


	
o

	
(p) an
  investment fund that distributes or has distributed securities under a
  prospectus in a jurisdiction of Canada for which the regulator or, in Québec,
  the securities regulatory authority, has issued a receipt; 


	
 

	
 


	
o

	
(q) a trust
  company or trust corporation registered or authorized to carry on business
  under the Trust and Loan Companies Act (Canada)
  or under comparable legislation in a jurisdiction of Canada or a foreign
  jurisdiction, acting on behalf of a fully managed account managed by the
  trust company or trust corporation, as the case may be; 


	
 

	
 


	
o

	
(r) a person
  acting on behalf of a fully managed account managed by that person, if that
  person 


	
 

	
 

	
 


	
 

	
 

	
(i)       is
  registered or authorized to carry on business as an adviser or the equivalent
  under the securities legislation of a jurisdiction of Canada or a foreign
  jurisdiction; and 


	
 

	
 

	
 


	
 

	
 

	
(ii)      in Ontario,
  is purchasing a security that is not a security of an investment fund; 


	
 

	
 


	
o

	
(s) a
  registered charity under the Income Tax
  Act (Canada) that, in regard to the trade, has obtained advice
  from an eligibility adviser or an adviser registered under the securities
  legislation of the jurisdiction of the registered charity to give advice on
  the securities being traded; 


	
 

	
 


	
o

	
(t) an
  entity organized in a foreign jurisdiction that is analogous to any of the
  entities referred to in paragraphs (f) to (i) or paragraph (n) in form and
  function; 


	
 

	
 


	
o

	
(u) an
  investment fund that is advised by a person registered as an adviser or a
  person that is exempt from registration as an adviser; OR 


	
 

	
 


	
o

	
(v) a person
  that is recognized or designated by the securities regulatory authority or,
  except in Ontario and Québec, the regulator as 


	
 

	
 

	
 


	
 

	
 

	
(i)        an
  accredited investor; or 


	
 

	
 

	
 


	
 

	
 

	
(ii)       an exempt
  purchaser in Alberta or British Columbia after NI 45-106 comes into force; 


	
 

	
 

	
 


	
and for
  purposes hereof:.


	
 

	
 

	
 


	
(a)

	
“Canadian financial institution” means


	
 

	
 

	
 


	
 

	
(i)

	
an association governed by
  the Cooperative Credit Associations Act (Canada)
  or a central cooperative credit society for which an order has been made
  under section 473(1) of the Cooperative
  Credit Associations Act (Canada), or


	
 

	
 

	
 


	
 

	
(ii)

	
a bank, loan corporation,
  trust company, trust corporation, insurance company, treasury branch, credit
  union, caisse populaire, financial services cooperative, or league that, in
  each case, is authorized by an enactment of Canada or a jurisdiction of
  Canada to carry on business in Canada or a jurisdiction of Canada; 


	
 

	
 

	
 


	
(b)

	
“control person”has
  the meaning ascribed to that term in securities legislation except Ontario
  where “control person” means any person that holds or is one of a combination
  of persons that hold 


	
 

	
 

	
 


	
 

	
(i)

	
a sufficient
  number of any of the securities of an issuer so as to affect materially the
  control of the issuer, or 










- 3 -


	
 

	
 

	
 


	
 

	
(ii)

	
more than
 20% of the outstanding voting securities of an issuer except where there is
 evidence showing that the holding of those securities does not affect
 materially the control of that issuer;


	
 

	
 

	
 


	
(c)

	
“eligibility adviser” means a person that is registered as an
 investment dealer or in an equivalent category of registration under the
 securities legislation of the jurisdiction of a purchaser and authorized to
 give advice with respect to the type of security being distributed; 


	
 

	
 


	
(d)

	
“executive officer” means, for an issuer, an individual who
 is 


	
 

	
 

	
 


	
 

	
(i)

	
a chair,
 vice-chair or president, 


	
 

	
 

	
 


	
 

	
(ii)

	
a
 vice-president in charge of a principal business unit, division or function
 including sales, finance or production, 


	
 

	
 

	
 


	
 

	
(iii)

	
an officer
 of the issuer or any of its subsidiaries and who performs a policy-making
 function in respect of the issuer, or


	
 

	
 

	
 


	
 

	
(iv)

	
performing a
 policy-making function in respect of the issuer; 


	
 

	
 

	
 


	
(e)

	
“financial assets” means (i) cash, (ii) securities or (iii) a contract
 of insurance, a deposit or an evidence of a deposit that is not a security
 for the purposes of securities legislation;


	
 

	
 


	
(f)

	
“founder”
 means, in respect of an issuer,
 a person who, 


	
 

	
 

	
 


	
 

	
(i)

	
acting
 alone, in conjunction or in concert with one or more persons, directly or
 indirectly, takes the initiative in founding, organizing or substantially
 reorganizing the business of the issuer, and 


	
 

	
 

	
 


	
 

	
(ii)

	
at the time
 of the trade is actively involved in the business of the issuer; 


	
 

	
 

	
 


	
(g)

	
“fully managed account” means an account of a client for which
 a person makes the investment decisions if that person has full discretion to
 trade in securities for the account without requiring the client’s express
 consent to a transaction; 


	
 

	
 


	
(h)

	
“investment fund” has the meaning ascribed thereto in
 National Instrument 81-106 - Investment
 Fund Continuous Disclosure; 


	
 

	
 


	
(i)

	
“person” includes 


	
 

	
 

	
 


	
 

	
(i)

	
an
 individual, 


	
 

	
 

	
 


	
 

	
(ii)

	
a
 corporation, 


	
 

	
 

	
 


	
 

	
(iii)

	
a
 partnership, trust, fund and an association, syndicate, organization or other
 organized group of persons, whether incorporated or not, and 


	
 

	
 

	
 


	
 

	
(iv)

	
an
 individual or other person in that person’s capacity as a trustee, executor,
 administrator or personal or other legal representative; 


	
 

	
 

	
 


	
(j)

	
“related liabilities” means 


	
 

	
 


	
 

	
(i)

	
liabilities
 incurred or assumed for the purpose of financing the acquisition or ownership
 of financial assets, or


	
 

	
 

	
 


	
 

	
(ii)

	
liabilities
 that are secured by financial assets. 


	
 

	
 

	
 


	
(k)

	
“spouse” means, an individual who, 


	
 

	
 


	
 

	
(i)

	
is married to
 another individual and is not living separate and apart within the meaning of
 the Divorce Act (Canada), from
 the other individual,


	
 

	
 

	
 


	
 

	
(ii)

	
is living
 with another individual in a marriage-like relationship, including a
 marriage-like relationship between individuals of the same gender, or










- 4 -


	
 

	
 

	
 


	
 

	
(iii)

	
in Alberta,
 is an individual referred to in paragraph (i) or (ii) immediately above or is
 an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);
 and


	
 

	
 

	
 


	
(l)

	
“subsidiary”
 means an issuer that is controlled directly or indirectly by another issuer
 and includes a subsidiary of that subsidiary; 


	
 

	
 


	
Affiliated Entities and Control 


	
 


	
1.

	
An issuer is considered to
 be an affiliate of another issuer if one of them is a subsidiary of the
 other, or if each of them is controlled by the same person. 


	
 

	
 


	
2.

	
A person (first person) is
 considered to control another person (second person) if 


	
 

	
 


	
 

	
(a)

	
the first person, directly
 or indirectly, beneficially owns or exercises control or direction over
 securities of the second person carrying votes which, if exercised, would
 entitle the first person to elect a majority of the directors of the second
 person, unless the first person holds the voting securities only to secure an
 obligation,


	
 

	
 

	
 


	
 

	
(b)

	
the second person is a
 partnership, other than a limited partnership, and the first person holds
 more than 50% of the interests in the partnership, or


	
 

	
 

	
 


	
 

	
(c)

	
the second
 person is a limited partnership and the general partner of the limited
 partnership is the first person.










SCHEDULE
C


CERTIFICATE
OF U.S. PURCHASER


This form must be completed by United States
investors (only)


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.


2. The Investor covenants, represents and
warrants to Austral Pacific Energy Ltd.
(the “Issuer”) that:


	
 

	
 


	
 

	
(a) it understands that the Shares 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 Shares 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 Shares. 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 Shares 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 Austral. Provided










- 2 -


	
 

	
 

	
 


	
 

	
 

	
that if Austral 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
  Austral 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 Shares 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 Shares 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 Shares;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(k) if it decides to offer, sell or otherwise transfer any of the
  Shares, it will not offer, sell or otherwise transfer any of such Shares
  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 Shares 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;


	
 

	
 

	
 


	
 

	
(1) 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)):










- 3 -


	
 

	
 

	
 

	
 


	
_____

	
 

	
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 1974 in 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


	
 

	
 

	
 

	
 


	
_____

	
 

	
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











- 4 -


	
 

	
 

	
 

	
 


	
_____

	
 

	
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 the 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)

	
 












Appendix “A” to


Schedule
C


CERTIFICATE OF U.S. PURCHASER


Form
of Declaration for Removal of Legend


TO:     Registrar
and transfer agent for the Shares of Austral Pacific Energy Ltd. (“Austral”).


The
undersigned (A) acknowledges that the sale of the securities of Austral 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 Austral (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 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
_______________ 200_.


	
 

	
 

	
 


	
 

	
X

	 


	
 

	
Signature of
 individual (if Purchaser is an individual)


	
 

	
 


	
 

	
X

	 


	
 

	
Authorized
 signatory (if Purchaser is not an individual)


	
 

	
 


	
 

	 


	
 

	
Name of
 Purchaser (please print)


	
 

	
 


	
 

	 


	
 

	
Name of
 authorized signatory (please print)


	
 

	
 


	
 

	 


	
 

	
Official
 capacity of authorized signatory (please print)











- 2 -


SCHEDULE
D 

To Preferred Share Subscription Agreement

Special Rights and Restrictions Applicable to Series 1 Preferred Shares 


The special
rights and restrictions applicable to the first series of preferred shares are
summarized as follows. Each preferred share in Series 1shall be:


a) convertible
into common shares on a one-for-one basis for a three year period from their
date of issuance


b) redeemable
by the Company and retractable by the Investor at 100% of their Paid-up Amount
( plus any accrued but unpaid dividends) after three years from their date of
issuance upon 30 days notice 


c) entitled to
a fixed cumulative dividend of 8% of their Paid-up Amount, payable
semi-annually, January 1 and July 1, in cash, or at the election of the Issuer,
in common shares valued at the 5 day volume weighted average trading price
immediately prior to the dividend declaration date;


d) entitled to
a preference on any liquidation or wind-up in a fixed amount equal to their
Paid-up Amount plus any accrued but unpaid dividends


e) after
December 31, 2007 shall be entitled to receive notice of, attend and vote at
shareholders meetings on an as-if converted basis.