EXHIBIT 4.10


COMMON SHARE (WITH WARRANT) SUBSCRIPTION
AGREEMENT


	
 

	
 


	
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 Austral Common (Ordinary) Shares plus warrants at US$1.20


	
 

	
Reference Date: December 3, 2007


	
 

	
Cut-off Time for Documents and Wiring Funds: 5 p.m., Dec. 12th, 2007
 (NZ 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
 to the above address and wire subscription funds to the Issuer, as per below
 Attention: Derek Gardiner, CFO. All monetary amounts herein are in U.S.
 dollars payable by telegraphic transfer should be payable to: “Austral
 Pacific Energy Ltd.”





Signed and completed documents must be
received by fax no later than Wednesday, December 12, 2007 at 5:00 p.m. NZ
time. Funds must arrive concurrently. Completion 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


	
 

	
 

	
Swift:
 ASBBNZ2A










- 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


	
 


	 









	
 


	
Account
 Number: 21099188-USD-21


	
 


	
Number of Shares: _____________________________


	
 


	
 


	
One warrant will be issued at no further Cost for each Share
 purchased


	
 


	
Note Austral reserves the right to reject or accept any subscription
 in whole or in part.


	
 


	
 


	
 


	
 


	
 


	
Aggregate Subscription Price:


	
 


	
 


	
$ _____________________________________________


	
Payable to: Austral Pacific Energy Ltd.


	
 


	
 


	
 


	
 


	
 


	
DELIVER the Shares and Warrants 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 common shares in the capital stock of the Issuer or securities
 convertible into common 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, ____________________
 common shares in the capital stock of the Issuer and options, warrants and
 convertible securities entitling the Investor to acquire an additional ____________________
 common shares in the capital stock of the Issuer (excluding the 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$1.20 Shares (and warrants)
Exempt from Prospectus Requirements


1. Definitions


	
 

	
 


	
1.1

	
(a) “Accredited Investor” means, for a
Subscriber resident in Canada or the United Sates 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 December 27, 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 date after which the Issuer need no longer accept Subscriptions.
 The Cut-off Time is 5:00 p.m., December 12th, 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$17,000,000 of Shares and Warrants on the terms set forth
 in this Agreement. There is no minimum aggregate Offering;


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(x) “Securities” means the Shares, Warrants
 and Warrant Shares;


	
 

	
 


	
 

	
(y) “Share” means a common share without par value
 in the capital of the Issuer;


	
 

	
 


	
 

	
(z) “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;


	
 

	
 


	
 

	
(aa) “TSX Venture” means the TSX Venture
 Exchange, the Canadian stock exchange on which Austral’s shares are traded;


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(a) “Warrants”
 means Share purchase
 warrants; exercisable to acquire an additional common share of the Issuer for
 a 12 month period after the Closing Date on the terms described herein. One
 warrant is included, for no additional consideration, with the purchase of
 each Share. The Warrants are transferable (subject to applicable securities
 laws) but will not be listed on any exchange.;


	
 

	
 


	
 

	
(b) “Warrant
 Certificate” means the certificate representing the Warrant issued
 to an Investor as part of an Unit; and


	
 

	
 


	
 

	
(c) “Warrant Shares” means be used to refer to
 the Shares to be issued upon the exercise of the Warrants





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 and Warrants of the Issuer
set out on the face page of this Subscription Agreement at the price of US$1.20
per Share plus one Warrant together. Subject to the terms hereof, this
Subscription will be deemed to have been made and be effective only upon its
acceptance by the Issuer.






- 7 -


2.2 The
Warrants will be governed by the terms and conditions set out in the
certificate representing the Warrants (the “Warrant Certificates”) which will
be delivered to the Investor at Closing. Each Warrant Certificate will contain,
among other things, provision for the appropriate adjustment in a class, number
and price of the Warrant Shares upon the occurrence of certain events,
including any subdivision, consolidation or re-classification of the common
shares of the Issuer or payments of stock dividends or upon the merger or
re-organization of the Issuer.


2.3 The
Warrants are exercisable at US$2.25 per Share for 12 months from Closing.


3. Closing


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 of funds. On request by the Issuer, the Investor agrees to
complete and deliver any other information as may reasonably be required by
regulatory authorities, stock exchanges and Applicable Securities Laws to
complete the transactions contemplated by this Agreement. Delivery against
payment for the Shares and Warrants 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 Closing. Closing is targeted for on or about December 24, 2007.


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 maybe immediately used by the
Issuer and will be treated as a short term loan to it 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;










- 8 -


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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











- 9 -


	
 

	
 

	
 


	
 

	
 

	
(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, 


	
 

	
 

	
 


	
 

	
 

	
(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 All Investors Outside of Canada (US
Investors see also 5.3)


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;










- 10 -


	
 

	
 


	
 

	
(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 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 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;










- 11 -


	
 

	
 

	
 


	
 

	
(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 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) If the
 Investor IS NOT a US Person then the Investor represents and warrants that:


	
 

	
 

	
 


	
 

	
 

	
(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) if the
 Investor IS a US Person 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) If the
 Investor IS a US Person, then the Investor additionally represents and
 further 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










- 12 -


	
 

	
 

	
 


	
 

	
 

	
(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 except in accordance with
 Rule 144; and


	
 

	
 

	
 


	
 

	
 

	
(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 (resales through non-US markets) 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;


	
 

	
 

	
 


	
 

	
Other International Investors


	
 

	
 

	
 


	
 

	
(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.










- 13 -


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:


	
 

	
 


	
 

	
(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 common shares of the Issuer or any
 other security convertible or exchangeable for any such shares or to require
 the Issuer to purchase, redeem or otherwise acquire any of the issued or
 outstanding shares of the Issuer.










- 14 -


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 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 securities
 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 all Securities certificates 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.”










- 15 -


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 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 common law, by the
Issuer, by the Investor, or by anyone else;






- 16 -


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











	
 

	
 


	
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 common shares in the capital of Austral (“Shares”) by the
undersigned 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 Austral that:  


	
 

	
 


	
1.

	
The
Subscriber is purchasing the Shares as principal for its own account or is
deemed to be acting as 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 the 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 form a 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;


	
 

	
 

	
 


	
 

	
(l) 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


CERTIFICATE
OF U.S. PURCHASER


FORM OF DECLARATION FOR REMOVAL OF LEGEND


	
 

	
 


	
TO:

	
COMPUTERSHARE TRUST
 COMPANY OF CANADA


	
 

	
as registrar and transfer
 agent for Common Shares of Austral Pacific Energy Ltd.


	
 

	
2nd Floor, 510
 Burrard Street


	
 

	
Vancouver BC CANADA





The undersigned (a)
acknowledges that the sale of the securities of Austral Pacific Energy Ltd (the
“Company”) to which this declaration relates is being made in reliance on Rule
904 of Regulation S under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”) and (b) certifies that (1) the undersigned is not
an affiliate of the Company (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 any person acting on its behalf reasonably believed that
the buyer was outside the United States, or (B) the transaction was executed
in, on or through the facilities of the applicable Canadian stock exchanges
designated in Regulation S or any other Designated Offshore Securities Market
as defined in Regulation S 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
affiliate of the seller nor any person acting on any of 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 such term is defined in
Rule 144(a)(3) under the U.S. Securities Act) and (5) the contemplated sale is
not a transaction, or part of a series of transaction which, although in
technical compliance with Regulation S under the U.S. Securities Act, 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:

	
 

	
 

	
 

	
 

	
 


	
 

	 

	
 

	 

	
 


	
 

	
 

	
 

	
Name of Seller

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 

	
   Name:

	
 


	
 

	
 

	
 

	
 

	
   Title:

	
 





Affirmation by Seller’s Broker-Dealer


We have read the foregoing
representations of our customer, __________________________ (the
“Seller”) dated ________________________, with regard to our sale, for such
Seller’s account, of the __________________ Shares, represented by certificate
number ___________ (the “Shares”), of the Company described therein, and on
behalf of ourselves we certify and affirm that (A) we have no knowledge that
the transaction had been prearranged with a buyer in the United States, (B) the
transaction was executed on or through the facilities of the Toronto Stock
Exchange and (C) neither we, nor any person acting on our behalf, engaged in
any directed selling efforts in connection with the offer and sale of such
Securities. Terms used herein have the meanings given to them by Regulation S.


	
 

	
 

	
 

	
 


	 

	
 


	
Name of Firm

	
 


	
 

	
 

	
 

	
 


	
By: