EXHIBIT 4.9 


“UNLESS PERMITTED
UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
MUST NOT TRADE THE SECURITY BEFORE JANUARY 21, 2008.”


“WITHOUT PRIOR
WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE
SECURITIES LEGISLATION, THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE
SHARES ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS 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 JANUARY 21, 2008.”


“THIS WARRANT AND
THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF 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 BY OR ON BEHALF OF A “U.S. PERSON” OR A PERSON IN THE
UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN
REGISTERED UNDER THE U.S. 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.”


	
 


	
Issue Date:
 September 30, 2007


	
Expiry Date:
 September 30, 2009


	
Contingent
 Expiry Date: September 30, 2010


	
Hold Period
 Expiry: January 21, 2008





WARRANT
CERTIFICATE


AUSTRAL
PACIFIC ENERGY LTD. 
(incorporated
under laws of the British Columbia, Canada)

with a head office at:

Level 3, 40 Johnston Street

Wellington 6011 New Zealand

Telephone: 6444950888 Fax: 6444950889


THE RIGHT TO PURCHASE COMMON SHARES UNDER
THIS WARRANT CERTIFICATE EXPIRES AT 5:00 P.M. (WELLINGTON, NEW ZEALAND TIME) ON
THE LATER OF THE EXPIRY DATE OR THE CONTINGENT EXPIRY DATE IF THE CONTINGENT
EXPIRY CONDITION (AS DEFINED HEREIN) HAS OCCURRED.


ANY SHARES
ACQUIRED BY EXERCISE PRIOR TO THE HOLD PERIOD EXPIRY WILL BE SUBJECT TO RESALE
RESTRICTIONS UNTIL THAT DATE AND WILL BEAR A LEGEND TO THIS EFFECT.


	
 


	
150,000 Common Share Purchase Warrants


	
 


	
THIS IS TO CERTIFY THAT, for value received,
 





MORGAN KEEGAN

Suite 1650, 711 Louisiana

Houston, Texas 77002






- 2 -


or his/her/its
lawful assignee (hereinafter called the “Holder”) is entitled to subscribe for
and purchase up to 150,000 fully
paid and non-assessable common shares without par value in the capital of AUSTRAL PACIFIC ENERGY LTD. (hereinafter
called the “Issuer”) at any time on or before 5:00 p.m. (the “Expiry Time”) on
the Expiry Date, at a price of USD$ 1.30 during the 24 months (or 36 months if
the Contingent Expiry Date Condition is met) following the Issue Date (the
“Exercise Price”).


The rights
represented by this Warrant Certificate may be exercised by the Holder, in
whole or in part (but not as to a fraction of a share) by surrender of this
Warrant Certificate (properly endorsed if required) to the Issuer at its
business office, Level 3, 40 Johnston Street, Wellington 6011, New Zealand,
Attention: the Secretary, together with cash or payment by bank transfer
payable to or to the order of the Issuer in payment of the purchase price of
the number of shares subscribed for.


As of the
Issue Date, the validity of this Warrant is subject to its acceptance by the
TSX Venture Exchange and the American Stock Exchange; which approvals the
Issuer hereby agrees to use its best efforts to obtain from and after the Issue
Date.


IN WITNESS
WHEREOF the Issuer has caused this Warrant Certificate to be executed by its
duly authorized officer effective the Issue Date.


AUSTRAL PACIFIC ENERGY LTD.




	
 

	
 


	
Per:

	
 


	
 

	 


	
 

	
Authorized
 Signatory










SCHEDULE “A”


TERMS AND CONDITIONS

ATTACHED TO WARRANT CERTIFICATE ISSUED BY
AUSTRAL PACIFIC ENERGY LTD.

(the “Issuer”)


Each common
share purchase warrant of the Issuer, whether single or part of a series, is
subject to these Terms and Conditions as they were at the date of issue of such
common share purchase warrant.


ARTICLE 1

INTERPRETATION


Definitions


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


	
 

	
 

	
 


	
 

	
(a) “Expiry
 Date” means the date described as such on the face page of the Warrant
 Certificate;


	
 

	
 

	
 


	
 

	
(b) “Expiry
 Time” means 5:00 p.m. Wellington, New Zealand time on the Expiry Date;


	
 

	
 

	
 


	
 

	
(c)
 “Contingent Expiry Date Condition” means that on or before the Expiry Date,
 the Issuer’s listing status on the TSX Venture Exchange has been upgraded to
 a Tier 1 Issuer or a Toronto Stock Exchange listing has been obtained;


	
 

	
 

	
 


	
 

	
(d)
 “Contingent Expiry Date” means the date described as such on the face page of
 the Warrant Certificate;


	
 

	
 

	
 


	
 

	
(e) “Holder”
 means the registered owner of the Warrant;


	
 

	
 

	
 


	
 

	
(f) “Issuer”
 includes a successor corporation;


	
 

	
 

	
 


	
 

	
(g)
 “Issuer’s auditor” means the accountant duly appointed as auditor of the
 Issuer;


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
(i) “Shares”
 or “shares” means common shares in the capital of the Issuer as constituted
 as of the Issue Date and any shares resulting from any event referred to in
 §4.7;


	
 

	
 

	
 


	
 

	
(j)
 “Warrant” means a common share purchase warrant as evidenced by the Warrant
 Certificate to which these Warrant Terms are appended, each of which Warrant entitles
 the holder to purchase one (1) Share of the Issuer (subject to adjustment) on
 or before the Expiry Time at the Exercise Price set forth on the Warrant
 Certificate, subject to these Warrant Terms;


	
 

	
 

	
 


	
 

	
(k) “Warrant
 Holder” or “Holder” means the recorded holder of a Warrant;


	
 

	
 

	
 


	
 

	
(l) “Warrant
 Holder’s Request” means an instrument signed in one or more counterparts by
 Warrant Holders entitled to purchase in the aggregate not less than
 twenty-five percent of the number of Shares which could be purchased pursuant
 to all the Warrants outstanding of the same










- 2 -


	
 

	
 

	
 


	
 

	
issue for
 the time being, requesting the Issuer to take some action or proceeding as
 specified therein;


	
 

	
 

	
 


	
 

	
(m) “Warrant
 Terms” means the terms and conditions pertaining to the Warrants as set forth
 in this Schedule “A”; and 


	
 

	
 

	
 


	
 

	
(n) words
 importing the singular number include the plural and vice versa, and words
 importing the masculine gender include feminine and neuter genders.





Interpretation Not Affected By Headings


1.2 The
division of the Warrant Terms into articles and sections, and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation thereof.


Applicable Law


1.3 The
Warrants shall be construed in accordance with the laws of the Province of
British Columbia and the laws of Canada applicable thereto and shall be treated
in all respects as legal contracts under the laws of British Columbia.


ARTICLE 2

ISSUE OF WARRANTS


Additional Warrants


2.1 Subject to
the provisions of §4.7 hereof, the Issuer may at any time and from time to time
issue warrants or grant options or similar rights to purchase shares of its
capital stock without affecting the terms hereof.


Issue In Substitution For Lost Warrants


	
 

	
 

	
 


	
2.2

	
(a) In case
 a Warrant Certificate shall become mutilated, lost, destroyed or stolen, the
 Issuer in its discretion may issue and deliver a new Warrant Certificate of
 like date and tenor as the one mutilated, lost, destroyed or stolen in
 exchange for, and in place of, and upon cancellation of such mutilated
 Warrant Certificate, or in lieu of and in substitution for such lost,
 destroyed or stolen Warrant Certificate, and the substituted Warrant
 Certificate shall be entitled to the benefit hereof and rank equally in
 accordance with its terms with all other Warrant Certificates of the same
 issue.


	
 

	
 

	
 


	
 

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










- 3 -


Warrant Holder Not A Shareholder


2.3 The
holding of a Warrant shall not constitute the Holder a shareholder of the
Issuer, nor entitle the Holder to any right or interest in respect thereof,
except as in the Warrant Certificate expressly provided.


ARTICLE 3

OWNERSHIP AND TRANSFER


Exchange Of Warrants


	
 

	
 

	
 


	
3.1

	
(a) A
 Warrant Certificate in any authorized denomination may, upon compliance with
 the reasonable requirements of the Issuer, be exchanged for a Warrant
 Certificate(s) in any other authorized denomination of the same issue
 entitling the Holder to purchase an equal aggregate number of Shares at the
 Exercise Price and on the same terms as the Warrant Certificate so exchanged.


	
 

	
 

	
 


	
 

	
(b) Warrants
 may be exchanged only upon application to the Issuer and surrender of the
 Warrant Certificate. Any Warrants tendered for exchange shall be surrendered
 to the Issuer and cancelled.





Charges For Exchange


3.2 On
exchange of Warrants, the Issuer, except as otherwise herein provided, may
charge a fee for each new Warrant Certificate issued, and payment of any
transfer taxes or governmental or other charges required to be paid shall be
made by the party requesting such exchange.


Ownership And Transfer Of Warrants


3.3 The Issuer
may deem and treat the Holder of a Warrant as the absolute owner of such
Warrant for all purposes and shall not be affected by any notice or knowledge
to the contrary. The Issuer shall not be bound to enquire into the title of any
Holder. Warrants shall be transferable and shall pass by execution and delivery
to the Issuer of a transfer form in the form of Appendix C hereto but subject
to evidence satisfactory to the Issuer of compliance with applicable securities
legislation.


Transfer Restriction for US Persons


3.4 These
Warrants and the common shares issued upon exercise of these Warrants (the
“Warrant Shares”) are “restricted securities”, as defined in Rule 144 of the United
States Securities Act of 1933 (the “U.S. Securities Act”), and may only be
transferred pursuant to an effective registration statement under the U.S.
Securities Act, pursuant to a transaction outside of the United States in
accordance with Rule 904 of Regulation S of the U.S. Securities Act or pursuant
to a transaction that is exempt from the registration requirements of the U.S.
Securities Act.


Notice To Warrant Holder


3.5 Unless
herein otherwise expressly provided, any notice to be given hereunder to a
Warrant Holder shall be deemed to be validly given, if mailed to the address of
the Warrant Holder as set out on the Warrant Certificate. Any notice so given
shall be deemed to have been received five days from the date of mailing.






- 4 -


ARTICLE 4

EXPIRY DATE AND EXERCISE OF WARRANTS


Method Of Exercise Of Warrants


4.1 The right
to purchase Shares conferred by a Warrant may be exercised by the Holder
surrendering the Warrant Certificate, with a duly completed and executed
subscription in the form attached hereto as Appendix B by cash, certified
cheque, bank draft or money order payable to, or to the order of the Issuer at
par in Wellington, New Zealand, for the Exercise Price applicable at the time
of surrender in respect of the Shares subscribed for in lawful money of the
United States to the Issuer at its principal office as indicated on the face
page of the Warrant. 


Effect Of Exercise Of Warrants


	
 

	
 

	
 


	
4.2

	
(a) Upon
 surrender and payment as aforesaid, the Shares so subscribed for shall be
 deemed to have been issued, and such person shall be deemed to have become
 the holder of such Shares on the date of such surrender and payment, and such
 Shares shall be issued at the Exercise Price in effect on the date of such
 surrender and payment.


	
 

	
 

	
 


	
 

	
(b) Within
 five business days after surrender and payment as aforesaid, the Issuer shall
 forthwith cause to be delivered to the person in whose name the Shares so
 subscribed for are to be issued as specified in such subscription a
 certificate for the appropriate number of Shares not exceeding those which
 the Warrant Holder is entitled to purchase pursuant to the Warrant
 Certificate surrendered.





Subscription For Less Than Entitlement


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


Warrants For Fractions Of Shares


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


Expiration Of Warrants


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


Exercise Price


4.6 The
Exercise Price shall be subject to adjustment in the events and in the manner
described herein.






- 5 -


Adjustments


4.7 From and
after the date hereof, the Exercise Price and the number of Shares deliverable
upon the exercise of the Warrants will be subject to adjustment as follows:


	
 

	
 


	
 

	
(a) In case
 of any reclassification of the Shares or change of the Shares into other
 shares, or in case of the consolidation, merger, reorganization or
 amalgamation of the Issuer with or into any other company or entity which
 results in any reclassification of the Shares or a change of the Shares into
 other shares, or in case of any transfer of the undertaking or assets of the
 Issuer as an entirety or substantially as an entirety to another person (any
 such event, a “Reclassification of Shares”), at any time prior to the Expiry
 Time, the Holder shall, after the effective date of such Reclassification of
 Shares and upon exercise of the right to purchase Shares hereunder, be
 entitled to receive, and shall accept, in lieu of the number of Shares to
 which the Holder was theretofore entitled upon such exercise, the kind and
 amount of shares and other securities or property which the Holder would have
 been entitled to receive as a result of such Reclassification of Shares if,
 on the effective date thereof, the Holder had been the registered holder of
 the number of Shares to which the Holder was theretofore entitled upon such
 exercise. If necessary, appropriate adjustments shall be made in the
 application of the provisions set forth in this section with respect to the
 rights and interests thereafter of the Holder in order that the provisions
 set forth in this section shall thereafter correspondingly be made applicable
 as nearly as may be reasonable in relation to any shares or other securities
 or property thereafter deliverable upon the exercise of the Warrants
 evidenced hereby.


	
 

	
 


	
 

	
(b) If and
 whenever at any time prior to the Expiry Time the Issuer shall:








	
 

	
 

	
 

	
 


	
 

	
 

	
(i)
 subdivide or change the Shares into a greater number of shares;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)
 consolidate, reduce or combine the Shares into a lesser number of shares; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii) issue
 Shares or Convertible Securities (such term as defined below in §(g)) to all
 or substantially all of the holders of Shares by way of a stock dividend or
 other distribution on the Shares payable in Shares or Convertible Securities;








	
 

	
 


	
 

	
(any such
 event, a “Capital Reorganization”), the Exercise Price shall, on the
 effective date, in the case of a subdivision or consolidation, or on the
 record date, in the case of a stock dividend, be adjusted by multiplying the
 Exercise Price in effect on such effective date or record date by a fraction:
 (A) the numerator of which shall be the number of Shares outstanding
 immediately before giving effect to such Capital Reorganization; and (B) the
 denominator of which is the number of Shares outstanding immediately after
 giving effect to such Capital Reorganization. The number of Shares
 outstanding shall include the deemed conversion into or exchange for Shares
 of any Convertible Securities distributed by way of stock dividend or other
 such distribution. Such adjustment shall be made successively whenever any
 Capital Reorganization shall occur.


	
 

	
 


	
 

	
(c) Any
 issue of Shares or Convertible Securities by way of a stock dividend or other
 such distribution shall be deemed to have been made on the record date
 thereof for the purpose of calculating the number of outstanding Shares under
 §(d) and §(e).


	
 

	
 


	
 

	
(d) If and
 whenever at any time prior to the Expiry Time, the Issuer shall fix a record
 date for the issuance of rights, options or warrants (other than the Warrants
 evidenced hereby) to all or substantially all the holders of Shares entitling
 them, for a period expiring not more than 45 days










- 6 -


after such
record date, to subscribe for or purchase Shares or Convertible Securities at a
price per share (or having a conversion or exchange price per share) of less
than 95% of the Fair Market Value (as defined below) of the Shares on such
record date (any such event, a “Rights Offering”), the Exercise Price shall be
adjusted immediately after such record date so that it shall equal the price
determined by multiplying the Exercise Price in effect on such record date by a
fraction: 


	
 

	
 


	
 

	
(i) the numerator
  of which shall be the aggregate of: (A) the number of Shares outstanding on
  such record date; and (B) a number determined by dividing whichever of the
  following is applicable by the Fair Market Value of the Shares on the record
  date: (1) the amount obtained by multiplying the number of Shares which the
  holders of Shares are entitled to subscribe for or purchase by the
  subscription or purchase price; or (2) the amount obtained by multiplying the
  maximum number of Shares which the holders of Shares are entitled to receive
  on the conversion or exchange of the Convertible Securities by the conversion
  or exchange price per share; and 


	
 

	
 


	
 

	
(ii) the
  denominator of which shall be the aggregate of: (A) the number of Shares
  outstanding on such record date; and (B) whichever of the following is
  applicable: (1) the number of Shares which the holders of Shares are entitled
  to subscribe for or purchase; or (2) the maximum number of Shares which the
  holders of Shares are entitled to receive on the conversion or exchange of
  the Convertible Securities. 





Any Shares
owned by or held for the account of the Issuer shall be deemed not to be
outstanding for the purpose of any such computation. Such adjustment shall be
made successively whenever such a record date is fixed. 


To the extent
that such Rights Offering is not so made or any such rights, options or
warrants are not exercised prior to the expiration thereof, the Exercise Price
shall then be readjusted to the Exercise Price which would then be in effect if
such record date had not been fixed or if such expired rights, options or
warrants had not been issued. 


(e) If and
whenever at any time prior to the Expiry Time, the Issuer shall fix a record
date for the distribution to all or substantially all the holders of Shares of:



	
 

	
 


	
 

	
(i) shares
  of any class, whether of the Issuer or any other company;


	
 

	
 


	
 

	
(ii) rights,
  options or warrants;


	
 

	
 


	
 

	
(iii)
  evidences of indebtedness; or


	
 

	
 


	
 

	
(iv) other
  assets or property; 





and if such
distribution does not constitute a Capital Reorganization or a Rights Offering
or does not consist of rights, options or warrants entitling the holders of
Shares to subscribe for or purchase Shares or Convertible Securities for a
period expiring not more than 45 days after such record date and at a price per
share (or having a conversion or exchange price per share) of at least 95% of
the Fair Market Value of the Shares on such record date (any such non-excluded
event, a “Special Distribution”), the Exercise Price shall be adjusted
immediately after such record date so that it shall equal the price determined
by multiplying the Exercise Price in effect on such record date by a fraction:
(A) the numerator of which shall be the amount by which (1) the amount obtained
by multiplying the number of Shares outstanding on such record date by the Fair
Market Value of the Shares on such record date, exceeds (2) the aggregate fair
market value 






- 7 -


(as determined
by the external auditors of the Issuer, which determination shall be
conclusive) to the holders of such Shares of such Special Distribution; and (B)
the denominator of which shall be the total number of Shares outstanding on
such record date multiplied by such Fair Market Value. 


Any Shares
owned by or held for the account of the Issuer shall be deemed not to be
outstanding for the purpose of any such computation. Such adjustment shall be
made successively whenever such a record date is fixed. 


To the extent
that such Special Distribution is not so made or any such rights, options or
warrants are not exercised prior to the expiration thereof, the Exercise Price
shall then be readjusted to the Exercise Price which would then be in effect if
such record date had not been fixed or if such expired rights, options or
warrants had not been issued. 


(f) On an
adjustment of the Exercise Price pursuant to §(b), §(d) or §(e), the number of
Shares purchasable on exercise of the Warrants will be adjusted, effective at
the same time as the adjustment of the Exercise Price, by multiplying the
number of Shares so purchasable immediately before the adjustment of the
Exercise Price by a fraction which is the reciprocal of the fraction used in
the adjustment of the Exercise Price. To the extent that the Exercise Price is
readjusted pursuant to §(d) or §(e), the number of Shares purchasable on
exercise of the Warrant will be readjusted contemporaneously. 


(g) For the
purpose of this Warrant, “Convertible Security” means a security convertible
into or exchangeable for a Share. 


(h) No
adjustment pursuant to this Warrant Certificate shall be made in respect of
dividends (payable in cash or Shares) declared payable on the Shares in any
fiscal year of the Issuer to the extent that the aggregate value of such
dividends, when aggregated with the aggregate value of any dividends previously
declared payable on the Shares in such fiscal year, do not exceed 50% of the
aggregate consolidated net income of the Issuer, before extraordinary items,
for its immediately preceding fiscal year. 


(i) In any
case in which this Warrant Certificate shall require that an adjustment shall
become effective immediately after a record date for an event referred to
herein, the Issuer may defer, until the occurrence of such event, issuing to
the Holder, upon the exercise of the Warrants evidenced hereby after such
record date and before the occurrence of such event, the additional Shares or
securities or other property issuable upon such exercise by reason of the
adjustment required by such event; provided, however, that the Issuer shall
deliver to the Holder an appropriate instrument evidencing the Holder’s right
to receive such additional Shares or securities or other property upon the
occurrence of the event requiring such adjustment and the right to receive any
distributions made on any such additional Shares or securities or other
property on and after such exercise. 


(j) The
adjustments provided for in this Warrant Certificate are cumulative, shall, in
the case of adjustments to the Exercise Price, be computed to the nearest
one-tenth of one cent and shall apply (without duplication) to successive
Reclassifications of Shares, Capital Reorganizations, Rights Offerings and
Special Distributions; provided that, notwithstanding any other provision of
this section, no adjustment of the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least 1% of the Exercise
Price then in effect (except upon a consolidation of the outstanding Shares);
provided, however, that any adjustments which by 






- 8 -


reason of this
paragraph are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. 


(k) No
adjustment in the number of Shares which may be purchased upon exercise of the
Warrants evidenced hereby or in the Exercise Price shall be made pursuant to
this Warrant Certificate if the Holder is entitled to participate in such event
on the same terms mutatis mutandis as if the Holder had exercised the Warrants
evidenced hereby for Shares prior to the effective date or record date of such
event. 


(l) In the
event of any question arising with respect to the adjustments provided in this
Warrant Certificate, such question shall conclusively be determined by a firm
of chartered accountants appointed by the Issuer and acceptable to the Holder
(who may be the Issuer’s auditors). Such accountants shall have access to all
necessary records of the Issuer and such determination shall be binding upon
the Issuer and the Holder. 


(m) As a
condition precedent to the taking of any action which would require an
adjustment in the subscription rights pursuant to the Warrant, including the
Exercise Price and the number of such classes of shares or other securities or
property which are to be received upon the exercise thereof, the Issuer shall
take all corporate action which may, in the opinion of external counsel, be
necessary in order that the Issuer has reserved and there will remain unissued
out of its authorized capital a sufficient number of Shares for issuance upon
the exercise of the Warrants evidenced hereby, and that the Issuer may validly
and legally issue as fully paid and non-assessable all the shares of such
classes or other securities or may validly and legally distribute the property
which the Holder is entitled to receive on the full exercise thereof in
accordance with the provisions hereof. 


(n) At least
21 days’ prior to the effective date or record date, as the case may be, of any
event which requires an adjustment in the subscription rights pursuant to this
Warrant Certificate, including the Exercise Price and the number and classes of
shares or other securities or property which are to be received upon the
exercise thereof, the Issuer shall give notice to the Holder of the particulars
of such event and the required adjustment. 


4.8 For the purpose
of any computation under these Warrant Terms, the “Fair Market Value” of the
Shares at any date shall be determined as the weighted average closing price
per Share of the Issuer for the 20 consecutive trading days immediately before
such date on the principal stock exchange or over-the-counter market as the
Shares of the Issuer may then be listed or quoted (as the case may be), or, if
the shares in respect of which a determination of Fair Market Value is being
made are not listed on any stock exchange or quoted for trading by a recognized
over-the-counter market, the Fair Market Value shall be determined by an
independent brokerage or accounting firm selected by the Issuer and acceptable
to the Holder. 


Hold Period 


4.9 The Shares
received by the Warrant Holder upon the exercise of the Warrants shall be
subject to a hold period referred to on the Warrant Certificate. 


Restrictive Legend for U.S. Persons 


4.10 If the
company has reason to believe the holder of this Warrant is a resident of the
United States, a U.S. Person, as defined in Regulation S of the U.S. Securities
Act, or is otherwise subject to the 






- 9 -


securities
laws of the United States, any certificates representing Warrant Shares will
bear the following legend: 


	
 

	
 

	
 


	
 

	
“THE
  SECURITIES REPRESENTED HEREBY HAVE NOT BEEN 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
  COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
  ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH
  RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE
  WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY
  RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE
  STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
  REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
  LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE
  COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE
  SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY
  NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES
  IN CANADA. PROVIDED THAT THE COMPANY IS A “FOREIGN ISSUER”, AT THE TIME OF
  SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF
  REGULATIONS S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM THE
  TRANSFER AGENT FOR THE COMPANY UPON DELIVERY OF THIS CERTIFICATE AND A DULY
  EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND THE
  COMPANY, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE
  904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.” 

	
 








	
 


	
ARTICLE 5


	
COVENANTS BY THE ISSUER







Covenants 


5.1 The Issuer
covenants with the Holder that so long as any Warrants remain outstanding: 


(a) it will
reserve and keep available a sufficient number of Shares for the purpose of
enabling it to satisfy its obligations to issue Shares upon the exercise of the
Warrants in the event that the Issuer does not have an unlimited number of
Shares authorized; 


(b) it will
cause the Shares from time to time acquired pursuant to the exercise of the
Warrants to be duly issued and delivered in accordance with the terms hereof; 


(c) all Shares
which shall be issued upon exercise of the right to purchase provided for
herein shall be fully paid and non-assessable; 


(d) it will
use its best efforts to maintain its corporate existence; 


(e) it will
use its best efforts to ensure that all Shares of the Issuer outstanding or
issuable from time to time continue to be or are listed and posted for trading
on the TSX Venture Exchange or the Toronto Stock Exchange; 


(f) it will make all requisite
filings under applicable Canadian securities legislation including those
necessary to remain a reporting issuer not in default in the provinces where it
is a reporting 






- 10 -


	
 

	
 


	
 

	
issuer, as
  that term is defined in the securities legislation of that jurisdiction, and
  in any other jurisdiction in which the Issuer becomes a reporting issuer; and
  


	
 

	
 


	
 

	
(g)
  generally, it will well and truly perform and carry out all of the acts or
  things to be done by it as provided herein. 





ARTICLE 6 

MEETING OF WARRANT HOLDERS


Right To Convene Meeting 


6.1 The Issuer
may at any time and from time to time, and shall on receipt of a Warrant
Holder’s Request, convene a meeting of the Holders of Warrants of the same
issue. In the event of the Issuer failing within fifteen days after receipt of
such Warrant Holder’s Request as aforesaid to give notice convening a meeting,
such Warrant Holders may convene a meeting. Every such meeting shall be held in
the City of Wellington, New Zealand. 


Notice 


6.2 At least
21 days’ notice of any meeting shall be given to the Warrant Holders and to the
Issuer unless the meeting has been called by it. Such notice shall state the
time and place of the meeting and shall state the general nature of the
business to be transacted thereat and it shall not be necessary for any such
notice to set out the terms of any resolution to be proposed or any of the
provisions of this Article. 


Chairman 


6.3 Some
person nominated in writing by the Issuer shall be Chairman of the meeting and
if no person is so nominated, or if the person so nominated is not present
within fifteen minutes from the time fixed for the holding of the meeting, the
Warrant Holders present in person or by proxy shall choose some person present
to be Chairman. 


Quorum 


6.4 At any
meeting of Warrant Holders a quorum shall consist of Warrant Holders present in
person or by proxy and entitled to purchase at least twenty-five percent of the
aggregate number of shares which could be purchased pursuant to all the then
outstanding Warrants of the same issue, provided that at least two persons
entitled to vote thereat are personally present. If, at any such meeting, a
quorum is not present within half an hour after the time appointed for the
meeting, then the meeting, if convened by Warrant Holders or on a Warrant
Holder’s Request, shall be dissolved; but in any other case the meeting shall
be adjourned to the same day in the next week (unless such day is a non-business
day, in which case it shall be adjourned to the next following business day
thereafter) at the same time and place. At the adjourned meeting the Warrant
Holders present in person or by proxy shall form a quorum and may transact the
business for which the meeting was originally convened. 


Power To Adjourn 


6.5 The
Chairman of any meeting at which a quorum of Warrant Holders is present may
with the consent of the meeting adjourn any such meeting and no notice of such
adjournment need be given except such notice, if any, as the meeting may
prescribe. 






- 11 -


Show Of Hands 


6.6 Every
question, other than extraordinary resolutions, submitted to a meeting shall be
decided in the first place by a majority of the votes given on a show of hands.
At any such meeting, unless a poll is duly demanded as herein provided, a
declaration by the Chairman that a resolution has been carried or carried
unanimously or by a particular majority shall be conclusive evidence of the
fact. 


Poll 


6.7 On any
question submitted to a meeting and after a vote by a show of hands, when
demanded by the Chairman or by one or more Warrant Holders, a poll shall be
taken in such manner as the Chairman shall direct. Questions, other than
extraordinary resolutions, shall be decided by a majority of the votes cast on
the poll. 


Voting 


6.8 On a show
of hands every person who is present and entitled to vote, whether as a Warrant
Holder or as proxy, or both, shall have one vote. On a poll each Warrant Holder
present in person or represented by proxy shall be entitled to one vote in
respect of each Share which he is entitled to purchase pursuant to the Warrant
then held by him. A proxy need not be a Warrant Holder. 


Regulations 


6.9 The Issuer
may from time to time, upon notice to the Warrant Holders make and vary such
regulations as it shall think fit: 


	
 

	
 


	
 

	
(a) for the
  use of a proxy or proxies to represent Warrant Holders at any such meeting
  and at any adjournment thereof, in the same manner and with the same effect
  as though the Holder was the actual bearer or holder of the Warrant specified
  therein; 


	
 

	
 


	
 

	
(b) for the
  deposit of voting certificates and/or instruments appointing proxies at such
  place and time as the Issuer or the Warrant Holders convening the meeting, as
  the case may be, may in the notice convening the meeting direct; 


	
 

	
 


	
 

	
(c) for the
  deposit of voting certificates and/or instruments appointing proxies at some
  approved place or places other than the place at which the meeting is to be
  held and enabling particulars of such voting certificates and/or instruments
  appointing proxies to be mailed or faxed before the meeting to the Issuer at
  the place where the same is to be held and for the voting of proxies so
  deposited as though the instruments themselves were produced at the meeting;
  and 


	
 

	
 


	
 

	
(d) for the
  form of the instrument of proxy. 





Any
regulations so made shall be binding and effective and the votes given in
accordance therewith shall be valid and shall be counted. Save as such
regulations may provide, the only persons who shall be recognized at any
meeting as the Holder of a Warrant, or as entitled to vote or be present at the
meeting in respect thereof, shall be persons who produce Warrants at the
meeting. 


Issuer May Be Represented 


6.10 The
Issuer by its officers and directors, and the legal advisors of the Issuer may
attend any meeting of Warrant Holders, but shall have no vote as such. 






- 12 -


Powers Exercisable By Extraordinary
Resolution 


6.11 In
addition to all other powers conferred upon them by any other provisions hereof
or by law, Warrant Holders at a meeting shall have the following powers,
exercisable from time to time by extraordinary resolution: 


	
 

	
 


	
 

	
(a) power to
  enforce any of the covenants on the part of the Issuer contained in the
  Warrants or to enforce any of the rights of the Warrant Holders in any manner
  specified in such extraordinary resolution or to refrain from enforcing any
  such covenant or right; 


	
 

	
 


	
 

	
(b) power to
  enforce any of the covenants on the part of the Issuer in complying with any
  provisions hereof either unconditionally or upon any conditions specified in
  such extraordinary resolution; and 


	
 

	
 


	
 

	
(c) power to
  consent to any amendment of the provision of these terms and conditions
  proposed by the Issuer. 





Meaning of “Extraordinary Resolution” 


6.12 The
expression “extraordinary resolution” when used herein means a resolution
proposed at a meeting of Warrant Holders duly convened for that purpose and
held in accordance with the provisions of this Article at which there is a
quorum present and passed by the affirmative votes of Warrant Holders entitled
to purchase not less than 75% of the Shares which can be purchased by the
Warrants represented at the meeting and voted upon such resolution, or a
resolution in writing signed by holders of 75% of the Warrants. No resolution
or extraordinary resolution is required for the Issuer to unilaterally reduce
the exercise price hereof or to extend the Expiry Date. 


Powers Cumulative 


6.13 Any one
or more of the powers and/or any combination of the powers herein stated to be
exercisable by Warrant Holders by extraordinary resolution or otherwise may be
exercised from time to time and the exercise of any one or more of such powers
or any combination of powers from time to time shall not be deemed to exhaust
the right of Warrant Holders to exercise such power or powers or combination of
powers then or any power or powers or combination of powers thereafter from
time to time. 


Minutes 


6.14 Minutes
of all resolutions and proceedings at every meeting of Warrant Holders shall be
made and duly entered in books to be from time to time provided for that
purpose by the Issuer, and any such minutes as aforesaid, if signed by the
Chairman of the meeting at which such resolutions were passed or proceedings
had, or by the Chairman of the next succeeding meeting of Warrant Holders,
shall be prima facie evidence of the matters therein stated and until the
contrary is proved, every such meeting, in respect of the proceedings of which
minutes shall have been made, shall be deemed to have been duly convened and
held, and all resolutions passed thereat or proceedings taken, to have been
duly passed and taken. 


Binding Effect Of Resolutions 


6.15 Every
resolution passed in accordance with the provisions of this Article at a
meeting of Warrant Holders shall be binding upon all Warrant Holders holding
Warrants of the same issue. 






- 13 -


Status Of Warrant Holders 


6.16 The
Holders of Warrants of one issue shall not be entitled as such to attend or
vote at a meeting of the Holders of another issue, and any action taken at a
meeting of the Holders of one issue shall in no way affect the rights of the
Holders of another issue. 


ARTICLE 7 

MODIFICATION OF TERMS, SUCCESSORS


Modification Of Terms And Conditions For
Certain Purposes 


7.1 From time
to time the Issuer may, subject to the provisions of these presents, and shall,
when so directed by these presents, modify the terms and conditions hereof, for
any one or more or all of the following purposes: 


	
 

	
 


	
 

	
(a) giving
  effect to any proper extraordinary resolution duly passed as provided in
  Article 6; 


	
 

	
 


	
 

	
(b) adding
  to or altering the provisions hereof in respect of the registration of
  Warrants making provision for the exchange of Warrants of different
  denominations; 


	
 

	
 


	
 

	
(c) for any
  other purpose not inconsistent with the terms hereof, including the
  correction or rectification of any ambiguities, defective provisions, errors
  or omissions herein; and 


	
 

	
 


	
 

	
(d) to
  evidence any succession of any corporation and the assumption by any
  successor of the covenants of the Issuer herein and in the Warrants contained
  as provided hereafter in this Article. 





Issuer May Amalgamate, Etc. On Certain Terms 


7.2 Nothing
herein contained shall prevent any amalgamation or merger of the Issuer with or
into any other company, or the sale of the property or assets of the Issuer to
any company lawfully entitled to acquire the same; provided however that the
company formed by such merger or amalgamation or which acquires by conveyance
or transfer all or substantially all the properties and assets of the Issuer
shall simultaneously with such amalgamation, merger, conveyance or transfer,
assume the due and punctual performance and observance of all the covenants and
conditions hereof to be performed or observed by the Issuer and shall succeed
to and be substituted for the Issuer, and such changes in phraseology and form
(but not in substance) may be made in the Warrants as may be appropriate in
view of such amalgamation, merger or transfer. Nothing herein will restrict the
Issuer in any way from having the right to create, authorize or issue any
securities in its share or loan capital. 


Creation and Issuance of Additional
Securities Not Restricted 


7.3 Nothing
herein contained shall prevent the Issuer from creating or issuing any other
securities or rights with respect thereto during the period within which a
Warrant is exercisable, upon such terms as the Issuer may deem appropriate. 






APPENDIX A


INSTRUCTIONS TO WARRANT HOLDER


TO EXERCISE:


To exercise
Warrants, the Warrant Holder must complete, sign and deliver the Form of
Subscription, attached as Appendix B and mail or deliver the Warrant
Certificate(s) to Austral Pacific Energy Ltd., c/o its business office, Level
3, 40 Johnston Street, Wellington 6011, New Zealand, Attention: the Secretary,
indicating the number of Shares to be purchased. To the extent this Warrant is
exercised before the Hold Period Expiry set forth in the Warrant Certificate,
all Shares issued hereunder prior to such date will bear the same legends as
are affixed to the face page of the Warrant.


TO TRANSFER:


If the Warrant
Holder wishes to transfer Warrants, then the Warrant Holder must complete, sign
and mail and/or or deliver to Austral Pacific Energy Ltd. care of its business
office set out above:


	
 

	
 


	
(a)

	
the Form of
  Transfer attached as Appendix C;


	
 

	
 


	
(b)

	
the Warrant;
  and


	
 

	
 


	
(c)

	
such other
  certificates or opinions as the Issuer may request in writing, if any, to evidence
  compliance with applicable securities legislation.





If the Warrant
is transferred, the Warrant Holder’s signature on the Form of Transfer must be
guaranteed by an authorized officer of a chartered bank, trust company or an
investment dealer who is a member of a recognized stock exchange.


GENERAL:


For the
protection of the Holder, it would be prudent to use registered mail if
forwarding documents by mail.


If the Form of
Subscription or the Form of Transfer is signed by a trustee, executor,
administrator, curator, guardian, attorney, officer of a corporation or any
person acting in a fiduciary or representative capacity, the Warrant
Certificate must also be accompanied by evidence of authority to sign
satisfactory to Austral Pacific Energy Ltd. 


The address of
the Issuer is as follows:


	
 

	
 


	
 

	
Austral
  Pacific Energy Ltd.


	
 

	
 


	
 

	
Level 3, 40
  Johnston Street


	
 

	
Wellington,
  6011


	
 

	
New Zealand


	
 

	
 


	
 

	
Fax: 64 4
  495 0888


	
 

	
 


	
 

	
Attention:
  The Secretary










APPENDIX B


WARRANT EXERCISE FORM


	
 

	
 


	
To:

	
AUSTRAL PACIFIC ENERGY LTD. (also the “Company”)




	
 

	
Level 3, 40
  Johnston Street


	
 

	
Wellington
  6011


	
 

	
New Zealand


	
 

	
 


	
 

	
Telephone:
  66 4 495 0888     Fax: 64 4 495 0889





1. The
undersigned Holder of the within Warrant Certificate hereby subscribes for
___________ common shares (“Common Shares”) of AUSTRAL PACIFIC ENERGY LTD.
(or such number of Common Shares or other securities or property to which such
subscription entitles him in lieu thereof or in addition thereto under the
provisions of the Warrant Certificate) at the price determined under, and on
the terms specified in, the Warrant Certificate and encloses herewith cash or
pays by bank transfer payable at par to or to the order of AUSTRAL PACIFIC ENERGY LTD. in payment
therefor. New Zealand residents will have their shares issued on the Company’s
New Zealand share register (all others will be issued on the Canadian
register).


2. The
undersigned certifies, represents and warrants that [confirm (a), (b) or (c), as appropriate by initialling the relevant
blank next to the letter]:


	
 

	
 

	
 

	
 


	
—

	
(a)

	
The
  undersigned:


	
 

	
 

	
 


	
 

	
 

	
(i)

	
is not a
  U.S. person or a person within the United States (as such terms are defined
  in Regulation S under the Securities Act of 1933 (the “U.S. Securities Act”);


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
is not
  exercising the Warrants on behalf of a U.S. person or any person within the
  United States;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
was not in
  the United States at the time any offer to exercise the Warrants was received
  or at the time that the Warrants were exercised; OR


	
 

	
 

	
 

	
 


	
—

	
(b)

	
The
  undersigned:


	
 

	
 

	
 


	
 

	
 

	
(i)

	
purchased the
  units of which the Warrants comprised a part (the “Units”) directly from the
  Company for its own account or the account of another U.S. Accredited
  Investor pursuant to a written subscription agreement for the purchase of the
  Units;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
is exercising
  the Warrants solely for its own account or the account of such other U.S.
  Accredited Investor;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
is a U.S.
  Accredited Investor, as defined in Rule 501(a) of Regulation D of the
  Securities Act of 1933, both on the date the Units were purchased from the
  Company and on the date of the exercise of the Warrants; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
if the
  Warrants are being exercised on behalf of another person, represents,
  warrants and certifies such person was a U.S. Accredited Investor, both on
  the










- 2 -


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
date the
  Units were purchased from the Company and on the date of the exercise of the
  Warrants; OR


	
 

	
 

	
 

	
 


	
—

	
(c)

	
The undersigned is tendering with this exercise form a written
  opinion of counsel or other evidence satisfactory to them to the effect that
  the common shares to be delivered upon exercise of this Warrant have been
  registered under the U.S. Securities Act and the Securities laws of all
  applicable States of the United States or are exempt from registration
  thereunder;





The terms
“U.S. Person” and “United States” are as defined in Regulation S under the U.S.
Securities Act.


3. The
undersigned is aware that any shares acquired by exercise of the Warrant before
the Hold Period Expiry will bear the following legend:


	
 

	
 


	
 

	
“Unless
  permitted under applicable Canadian securities legislation, the holder of
  this security must not trade the security before January 21, 2008.”





4. If the
undersigned has indicated that the undersigned is a U.S. Accredited Investor by
marking alternative 2(b) above, the undersigned represents and warrants to the
Company that:


	
 

	
 

	
 


	
(a)

	
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 Warrant Shares and
  it is able to bear the economic risk of loss of its entire investment.


	
 

	
 


	
(b)

	
The Company
  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 Company as it has considered necessary or
  appropriate in connection with its investment decision to acquire the Warrant
  Shares.


	
 

	
 


	
(c)

	
It is
  acquiring the Warrant Shares for its own account, for investment purposes
  only and not with a view to any resale, distribution or other disposition of
  the Warrant Shares in violation of the United States securities laws.


	
 

	
 


	
(d)

	
It
  understands the Warrant Shares have not been and will not be 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 and that the sale
  contemplated hereby is being made in reliance on an exemption from such
  registration requirements.


	
 

	
 


	
(d)

	
If the
  undersigned is an individual (that is, a natural person and not a
  corporation, partnership, trust or other entity), then it satisfies one or
  more of the categories indicated below (please place an “X” on the
  appropriate lines):


	
 

	
 

	
 


	
 

	
——

	
A natural
  person whose individual net worth, or joint net worth with that person’s
  spouse, at the date of this Certification exceeds US $1,000,000;


	
 

	
 

	
 


	
 

	
——

	
A natural
  person who had an individual income in excess of US $200,000 in each 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;










- 3 -


	
 

	
 

	
 


	
(e)

	
If the
  undersigned is a corporation, partnership, trust or other entity), then it
  satisfies one or more of the categories indicated below (please place an “X”
  on the appropriate lines):


	
 

	
 


	
 

	
——

	
An
  organization described in Section 501(c)(3) of the United States Internal
  Revenue Code, a corporation, a Massachusetts or similar business trust or
  partnership, not formed for the specific purpose of acquiring the Securities,
  with total assets in excess of US $5,000,000;


	
 

	
 

	
 


	
 

	
——

	
A trust that
  (a) has total assets in excess of US $5,000,000, (b) was not formed for
  the specific purpose of acquiring the Warrant Shares and (c) is directed in
  its purchases of securities by a person who has such knowledge and experience
  in financial and business matters that he/she is capable of evaluating the
  merits and risks of an investment in the Warrant Shares;


	
 

	
 

	
 


	
 

	
——

	
An
  investment company registered under the Investment Company Act of 1940 or a
  business development company as defined in Section 2(a)(48) of that Act;


	
 

	
 

	
 


	
 

	
——

	
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;


	
 

	
 

	
 


	
 

	
——

	
A private
  business development company as defined in Section 202(a)(22) of the
  Investment Advisors Act of 1940; or 


	
 

	
 

	
 


	
 

	
——

	
An entity in
  which all of the equity owners satisfy the requirements of one or more of the
  foregoing categories.


	
 

	
 

	
 


	
(f)

	
It has not
  exercised the Warrants 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, television or other form of telecommunications, or any seminar or
  meeting whose attendees have been invited by general solicitation or general
  advertising.


	
 

	
 


	
(g)

	
If it
  decides to offer, sell or otherwise transfer any of the Warrant Shares, it
  will not offer, sell or otherwise transfer any of such Warrant Shares
  directly or indirectly, unless:








	
 

	
 

	
 


	
 

	
(i)

	
the sale is
  to the Company;


	
 

	
 

	
 


	
 

	
(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 Warrant
  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 it has prior to such sale furnished to
  the Company an opinion of counsel reasonably satisfactory to the Company.


	
 

	
 

	
 


	
(h)

	
It
  understands that the Warrant Shares are “restricted securities” under
  applicable federal securities laws and that the U.S. Securities Act and the
  rules of the SEC provide in substance that the undersigned may dispose of the
  Warrant Shares only pursuant to an effective registration statement under the
  U.S. Securities Act or an exemption therefrom, and the undersigned 










- 4 -


	
 

	
 


	
 

	
understands
  that the Company has no obligation to register any of the Warrant Shares or
  to take action so as to permit sales pursuant to the U.S. Securities Act
  (including Rule 144 thereunder). 


	
 

	
 


	
(i)

	
The
  certificates representing the Warrant Shares (and any certificates issued in
  exchange or substitution for the Securities) will bear the following legend:


	
 

	
 


	
 

	
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN 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 COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
  TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
  WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN
  ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
  PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY
  APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT
  REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE
  SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER
  FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM
  AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS
  CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON
  STOCK EXCHANGES IN CANADA. PROVIDED THAT THE COMPANY IS A “FOREIGN ISSUER”, A
  NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM THE TRANSFER AGENT FOR
  THE COMPANY UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED
  DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND THE COMPANY, TO
  THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF
  REGULATION S UNDER THE U.S. SECURITIES ACT.”


	
 

	
 


	
 

	
If the
  Company is a “foreign Company” with no “substantial U.S. market interest”
  (all within the meaning of Regulation S under the U.S. Securities Act) at the
  time of sale, a new certificate will be made available to the undersigned
  upon provision by the undersigned of a declaration in the form attached as
  Appendix “A”.


	
 

	
 


	
(j)

	
It
  understands and agrees that the financial statements of the Company 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.


	
 

	
 


	
(k)

	
It consents
  to the Issuer making a notation on its records or giving instructions to any
  transfer agent of the Issuer in order to implement the restrictions on
  transfer set forth and described in this Warrant Exercise Form.










- 5 -


5. The undersigned hereby
irrevocably directs that the said Common Shares be issued and delivered as
follows:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Names(s) in Full 

	
 

	
 

	
Address(es) (Include Postal Code) 

	
 

	
Number(s) of

Common Shares 

	
 


	 
	
 

	
 

	

 


	
 

	 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	 

	
 

	 

	
 

	 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	 

	
 

	 

	
 

	 


	
(Please print full name in which share certificates are to be issued.
  If any shares are to be issued to a person or persons other than the
  Warrantholder, the Warrantholder must pay to the Trustee all exigible
  transfer taxes or other government charges.)





DATED this _____ day of ____________________,
_____.


(If Common Shares are being registered to
other 

than the registered warrantholder, a signature 

guarantee by a bank or brokerage house is required.

New Zealand residents may have their signatures

guaranteed by a Notary Public.)


	
 

	
 

	
 


	 

	
 

	 


	
Signature
  Guaranteed By:

	
 

	
Signature of
  Subscriber*


	
 

	
 

	
 


	
 

	
 

	 


	
 

	
 

	
Name of
  Subscriber


	
 

	
 

	
 


	
 

	
 

	 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	 


	
 

	
 

	
Address of
  Subscriber (Include Postal Code)





* This signature must correspond exactly with
the name appearing on the first page.


	
 

	
 


	
Please check box if the share certificates are to be delivered (at
  subscriber’s expense) failing which the certificates will be mailed.

	o




THE RIGHT TO PURCHASE COMMON SHARES UNDER
THIS WARRANT EXPIRES AT 5:00 P.M. (WELLINGTON, NEW ZEALAND TIME) ON THE EXPIRY
DATE OR THE CONTINGENT EXPIRY DATE IF THE CONTINGENT EXPIRY CONDITION HAS
OCCURED.






APPENDIX
A TO WARRANT EXERCISE FORM

[U.S. PERSONS ONLY]


	
 

	
 


	
TO:

	
______________________________
  as registrar and transfer Agent for the common shares of Austral Pacific
  Energy Ltd. (the “Company”).





The undersigned
(A) acknowledges that the sale of the ____________________ represented by
certificate number _______________, 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” (as defined in Rule 405 under the U.S.
Securities Act) of the Company or a “distributor”, as defined in Regulation S,
or an affiliate of a “distributor”; (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 believe that the buyer was
outside the United States, or (b) the transaction was executed on or through
the facilities of a designated offshore securities market within the meaning of
Rule 902(b) under the U.S. Securities Act, 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 person acting
on its behalf engaged in any directed selling efforts 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 such term is defined in Rule 144(a)(3) under
the U.S. Securities Act); (5) the seller does not intend to replace the
securities sold in reliance on Rule 904 of the U.S. Securities Act 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 a 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.


	
 

	
 

	
 

	
 

	
 


	
By: 

	
 

	
 

	
Dated: 

	
 


	
 

	 

	
 

	
 

	



	
 

	
Signature

	
 

	
 

	
 








	
 

	
 


	
Name (please
  print)

	
 


	
 

	
 






Affirmation by Seller’s Broker-Dealer


We have read
the foregoing representations of our customer, _________________________ (the
“Seller”) dated _______________________, with regard to the sale, for such
Seller’s account, of the _________________ represented by certificate number
______________ of the Company described therein, and we hereby affirm that, to
the best of our knowledge and belief, the facts set forth therein are full,
true and correct. 


	
 

	
 

	
 


	
 

	 

	
 


	
 

	
Name of Firm

	
 


	
 

	
 

	
 


	
By: 

	 

	
 


	
 

	
Authorized
  officer

	
 


	
 

	
 

	
 


	
Date:

	
 

	
 


	
 

	 

	
 










APPENDIX C


FORM OF TRANSFER


	
 

	
 


	
To:

	
AUSTRAL PACIFIC ENERGY LTD. (also the “Company”)


	
 

	
 


	
 

	
Level 3, 40
  Johnston Street


	
 

	
Wellington
  6011


	
 

	
New Zealand


	
 

	
 


	
 

	
Telephone:
  66 44 76 2717     Fax: 64 44 76 0120


	
 

	
 


	
 

	
Attention:
  The Secretary





          FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
___________________[name] (the “Transferee”), of __________________
[residential address], ______________________ [number of warrants] Warrants of
AUSTRAL PACIFIC ENERGY LTD. (the “Issuer”) registered in the name of the
undersigned on the records of the Issuer by the within certificate, and
irrevocably appoints the Issuer as the attorney of the undersigned to transfer
the said securities on the books or register of transfer, with full power of
substitution. 


          DATED
this ______ day of _______________, 200__.


	
 

	
 

	
 


	 

	
 

	 


	
Signature
  Guaranteed 

  (See instructions to Warrant Holders on Appendix A)

	
 

	
Signature of
  Warrant Holder (to be the same as appears on the face of this Warrant
  Certificate)





Note to Warrant Holder: In order to transfer the Warrants, this form of
transfer must be delivered to the Issuer, together with the Warrant Certificate
attached hereto and any other documentation as the Issuer may require to
evidence compliance with applicable securities legislation in Canada and the
United States.