SUBSCRIPTION RECEIPT AGREEMENT

                                    between



                     AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.

                                    - and -

                             OLYMPIA TRUST COMPANY

                                    - and -

                                   TORYS LLP

                           Providing for the Issue of
                             Subscription Receipts





                                January 20, 2012

<PAGE>




ARTICLE 1 INTERPRETATION.......................................................2

         1.1     Definitions...................................................2

         1.2     Headings......................................................6

         1.3     References....................................................6

         1.4     Certain Rules of Interpretation...............................6

         1.5     Day Not a Business Day........................................7

         1.6     Applicable Law................................................7

         1.7     Conflict......................................................7

         1.8     Currency......................................................7

         1.9     Severability..................................................7

ARTICLE 2 ISSUE OF SUBSCRIPTION RECEIPTS.......................................7

         2.1     Creation and Issue of Subscription Receipts...................7

         2.2     Form and Terms of Subscription Receipts.......................8

         2.3     Receiptholder not a Shareholder..............................10

         2.4     Subscription Receipts to Rank Pari Passu.....................10

         2.5     Signing of Subscription Receipt Certificates.................10

         2.6     Certification by the Subscription Receipt Trustee............10

         2.7     Issue in Substitution for Subscription
                        Receipt Certificates Lost, etc........................11

         2.8     Exchange of Subscription Receipt Certificates................11

         2.9     Charges for Exchange.........................................11

         2.10    Transfer and Ownership of Subscription Receipts..............12

         2.11    Escrowed Funds to be Placed in Escrow / Role of Torys........13

         2.12    Issuance Right and Refund Right..............................14

         2.13    Liquidation or Bankruptcy of the Corporation.................14

         2.14    Reliance by the Subscription Receipt Trustee.................14

         2.15    Cancellation of Surrendered Subscription
                        Receipt Certificates..................................15

                                      -i-


<PAGE>



ARTICLE 3 SATISFACTION OF ISSUANCE RIGHT OR REFUND RIGHT......................15

         3.1     Notice of Satisfaction of Escrow Release Conditions..........15

         3.2     Issue of ACOR Shares.........................................15

         3.3     Delivery of Irrevocable Direction and Release of Funds.......16

         3.4     Reimbursement Pursuant to Refund Right.......................16

ARTICLE 4 ESCROWED FUNDS......................................................17

         4.1     Segregation of Escrowed Funds................................17

ARTICLE 5 INVESTMENT OF ESCROW FUNDS..........................................18

         5.1     Subscription Receipt Trustee.................................18

         5.2     Interest on Escrowed Funds...................................18

ARTICLE 6 RIGHTS OF THE CORPORATION AND COVENANTS.............................19

         6.1     Optional Purchases by the Corporation........................19

         6.2     General Covenants of the Corporation.........................19

         6.3     Subscription Receipt Trustee's Remuneration and Expenses.....20

         6.4     Performance of Covenants by Subscription Receipt Trustee.....20

         6.5     Accounting...................................................20

         6.6     Payments by Subscription Receipt Trustee.....................21

         6.7     Indemnity of Receiptholders..................................21

ARTICLE 7 ENFORCEMENT.........................................................21

         7.1     Suits by Receiptholders......................................21

         7.2     Immunity of Shareholders.....................................21

         7.3     Limitation of Liability......................................21

ARTICLE 8 MEETINGS OF RECEIPTHOLDERS..........................................22

         8.1     Right to Convene Meeting.....................................22

         8.2     Notice of Meetings...........................................22

         8.3     Chair........................................................22

         8.4     Quorum.......................................................22

         8.5     Power to Adjourn.............................................23

         8.6     Show of Hands................................................23

         8.7     Voting by Poll...............................................23

         8.8     Voting.......................................................23

         8.9     Regulations..................................................24

                                      -ii-


<PAGE>


         8.10    Persons Entitled to Attend Meetings..........................24

         8.11    Powers Exercisable by Extraordinary Resolution...............24

         8.12    Meaning of Extraordinary Resolution..........................26

         8.13    Powers Cumulative............................................26

         8.14    Minutes......................................................27

         8.15    Instruments in Writing.......................................27

         8.16    Binding Effect of Resolutions................................27

         8.17    Evidence of Rights of Receiptholders.........................27

         8.18    Holdings by Corporation Disregarded..........................28

ARTICLE 9 SUPPLEMENTAL AGREEMENTS.............................................28

         9.1     Provision for Supplemental Agreements for Certain Purposes...28

ARTICLE 10 CONCERNING THE SUBSCRIPTION RECEIPT TRUSTEE........................29

         10.1    Applicable Legislation.......................................29

         10.2    Rights and Duties of Subscription Receipt Trustee............29

         10.3    Evidence, Experts and Advisors...............................30

         10.4    Documents, Monies, etc. Held by Subscription
                        Receipt Trustee.......................................31

         10.5    Actions by Subscription Receipt Trustee to
                        Protect Interest......................................31

         10.6    Subscription Receipt Trustee not Required to
                        Give Security.........................................31

         10.7    Protection of Subscription Receipt Trustee...................31

         10.8    Replacement of Subscription Receipt Trustee;
                        Successor by Merger...................................32

         10.9    Conflict of Interest.........................................33

         10.10   Acceptance of Appointments...................................34

         10.11   Subscription Receipt Trustee Not to be Appointed Receiver....34

         10.12   Not Bound to Act.............................................34

         10.13   Third Party Interest.........................................34

         10.14   Privacy......................................................34


                                    -iii-


<PAGE>


ARTICLE 11 GENERAL............................................................35

         11.1    Notice to the Corporation and the Subscription
                        Receipt Trustee.......................................35

         11.2    Waiver.......................................................36

         11.3    Evidence of Ownership........................................36

         11.4    Satisfaction and Discharge of Agreement......................37

         11.5    Provisions of Agreement and Subscription Receipts
                        for the Sole Benefit of Parties and Receiptholders....37

         11.6    Subscription  Receipts Owned by the Corporation or its
                        Subsidiaries - Certificate to be Provided.............37

         11.7    Language.....................................................38

         11.8    Effect of Execution..........................................38

         11.9    Time of Essence..............................................38

         11.10   Counterparts.................................................38





Schedule A           -     Form of Subscription Receipt Certificate
Schedule B           -     Irrevocable Direction of the Corporation
Schedule C           -     Closing Notice




                                      -iv-


<PAGE>

                         SUBSCRIPTION RECEIPT AGREEMENT

THIS AGREEMENT made as of January 20, 2012

BETWEEN:

     AUSTRALIAN-CANADIAN OIL ROYALTIES LTD., a corporation formed and existing
     under the laws of the Province of British Columbia ("ACOR" or the
     "CORPORATION")

                                    - and -

     OLYMPIA TRUST COMPANY, a trust company existing under the laws of the
     Province of Alberta and having an office in Calgary, Alberta (the
     "SUBSCRIPTION RECEIPT TRUSTEE")

                                    - and -

     TORYS LLP, a law firm having an office in Calgary, Alberta ("TORYS")

RECITALS:

A.   The Corporation is proposing to issue and sell Subscription Receipts
     representing, in certain circumstances, the right to receive ACOR Shares
     (as defined herein) on the basis set forth in this Agreement.

B.   The Corporation is a party to the Share Exchange Agreement, whereby the
     Exchange (as defined herein) is to be completed and the Escrowed Funds (as
     defined herein)shall be released by the Corporation and the Receiptholder
     (as defined herein) shall be entitled to receive in respect of each
     Subscription Receipt (as defined herein) held one common share in the
     capital of the Corporation.

C.   The Corporation agrees that:

     (i)  pending the release in accordance with the terms and conditions
          hereof, the Escrowed Funds are to be delivered to Torys to be held on
          behalf of the Subscription Receipt Trustee (as defined herein) and
          held by Torys and the Subscription Receipt Trustee as agent for and on
          behalf of the Corporation and the Receiptholders and invested in the
          manner set forth herein;

     (ii) if the Escrow Release Conditions are satisfied and the Closing Notice
          (as defined herein)is delivered to the Subscription Receipt Trustee at
          or before the Termination Time,(A) the holders of Subscription
          Receipts will be issued, without additional consideration or further
          action being required by the holders, one ACOR Share for each
          Subscription Receipt held, and (B) the Escrowed Funds, together with
          any interest earned thereon but less any deductions provided for in
          this Agreement, will be released to the Corporation, all in accordance
          with the provisions of the Subscription Receipt Certificate(s), this
          Agreement and the Share Exchange Agreement; and


                                       1
<PAGE>



     (iii) if the Escrow Release Conditions are not satisfied at or before the
          Termination Time or, for any reason, a Termination Event occurs, the
          ACOR Shares will not be issued and the holders of Subscription
          Receipts will be entitled to receive an amount equal to the Issue
          Price for each Subscription Receipt held, together with such
          Receiptholder's pro rata share of the interest earned on the Escrowed
          Funds less applicable withholding taxes, if any.

     NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration mutually given and received, the receipt and sufficiency of which
is hereby acknowledged, IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:

                                   ARTICLE 1
                                 INTERPRETATION

1.1      DEFINITIONS

     In this Agreement and the recitals the following terms have the meanings
ascribed thereto:

     (a)  "ACOR SHARE" or "COMMON SHARE" means a common share in the capital of
          the Corporation, as constituted from time to time;

     (b)  "ACQUISITION AGREEMENT" means the Asset Purchase Agreement dated
          November 17, 2011 among the Corporation, Chelsea Oil Australia Pty
          Ltd., Brisbane Petroleum Limited and Delbaere Associates Pty Ltd.

     (c)  "AGREEMENT" means this Subscription Receipt Agreement dated January
          20, 2012 and any agreement or instrument supplemental thereto;

     (d)  "APPLICABLE LEGISLATION" means any statute of Canada or of a province
          or territory thereof, and all regulations under any such named or
          other statute, relating to agreements similar in nature to this
          Agreement or to the rights, duties and obligations of the Subscription
          Receipt Trustee, trusts and corporations under agreements similar in
          nature to this Agreement, to the extent that such provisions are at
          the time in force and applicable to this Agreement;

     (e)  "AUTHORIZED INVESTMENT" has the meaning set forth in Section 5.1 of
          this Agreement;

     (f)  "BCBCA" means the Business Corporations Act (British Columbia), S.B.C.
          2002, c.57, c.B9, as amended, including the regulations promulgated
          thereunder;


                                       2
<PAGE>



     (g)  "BUSINESS DAY" means any day which is not a Saturday, Sunday or a
          statutory holiday in Calgary, Alberta;

     (h)  "CLOSING" means the closing of the Subscription Receipt Offering;

     (i)  "CLOSING DATE" means the date of the Closing;

     (j)  "CLOSING NOTICE" means a notice substantially in the form set forth in
          Schedule C hereto, executed by the Corporation, confirming that the
          Escrow Release Conditions have been satisfied;

     (k)  "COUNSEL" means a barrister or solicitor or a firm of barristers and
          solicitors, who may be counsel for the Corporation, reasonably
          acceptable to the Subscription Receipt Trustee;

     (l)  "DESIGNATED OFFICE" means the principal stock transfer office of the
          Subscription Receipt Trustee from time to time in the City of Calgary,
          Alberta;

     (m)  "ESCROW RELEASE CONDITIONS" means:

          (i)  the Corporation has received all necessary regulatory (including
               applicable stock exchange approval) and other approvals to (A)
               the Subscription Receipt Offering and the issue of the ACOR
               Shares pursuant to the Issuance Rights, and (B) complete the
               Exchange;

          (ii) all conditions, undertakings and other matters to be satisfied,
               completed and otherwise met prior to the completion of the
               Exchange (substantially in accordance with the Share Exchange
               Agreement) have been satisfied, completed or otherwise met; and

          (iii) there is no material impediment, restriction or prohibition to
               the completion of the Exchange (on the terms and subject to the
               conditions contained in the Share Exchange Agreement) forthwith
               upon release from escrow hereunder of the Escrowed Funds to the
               Corporation;

     (n)  "ESCROWED FUNDS" means up to $2,975,000, which amount is equal to the
          Issue Price multiplied by the number of Subscription Receipts sold at
          Closing;

     (o)  "EXCHANGE" means the exchange between ACOR and the Newco
          Securityholders on a one-for-one basis pursuant to the Share Exchange
          Agreement;

     (p)  "EXCHANGE DATE" means the date upon which the Escrow Release
          Conditions are satisfied and the Issuance Rights arise in favor of the
          Receiptholders;

     (q)  "FINRA" means the Financial Industry Regulatory Authority Inc.;

                                       3
<PAGE>



     (r)  "IRREVOCABLE DIRECTION" means the written irrevocable direction of the
          Corporation, to be delivered to the Subscription Receipt Trustee
          pursuant to Section 3.3 herein, substantially in the form set forth in
          Schedule B hereto;

     (s)  "ISSUANCE RIGHT" means, with respect to each Subscription Receipt, the
          right of the holder, or a transferee thereof, to be issued at the
          Issue Time, without payment of additional consideration or further
          action, an ACOR Share for each Subscription Receipt held on the
          Exchange Date, as provided in such right arising immediately if the
          Escrow Release Conditions are satisfied and the Closing Notice and the
          Irrevocable Direction have been delivered at or before the Termination
          Time or otherwise in accordance with this Agreement;

     (t)  "ISSUE PRICE" means the amount of US$0.35 per Subscription Receipt;

     (u)  "ISSUE TIME" means the time on the Exchange Date when the Closing
          Notice and Irrevocable Direction are delivered to the Subscription
          Receipt Trustee;

     (v)  "NEWCO SECURITYHOLDERS" means the securityholders of 1629518 Alberta
          Ltd., which are parties to the Share Exchange Agreement;

     (w)  "OTC BULLETIN BOARD" means the OTC Bulletin Board maintained by FINRA;

     (x)  "RECEIPTHOLDERS" or "holders" means the persons who are registered
          owners of Subscription Receipts;

     (y)  "RECEIPTHOLDERS' REQUEST" means an instrument, signed in one or more
          counterparts by Receipt holders holding, in the aggregate, not less
          than 25% of the Subscription Receipts then outstanding, requesting the
          Subscription Receipt Trustee to take some action or proceeding
          specified therein;

     (z)  "REFUND DATE" means the third Business Day following the Termination
          Date;

     (aa) "REFUND RIGHT" means, with respect to each Subscription Receipt, the
          right of a Receiptholder to be reimbursed the Issue Price together
          with any interest earned thereon at the Refund Time, as provided in
          Section 3.4, such right arising immediately upon the occurrence of a
          Termination Event or otherwise in accordance with this Agreement;

     (bb) "REFUND TIME" means on or before 5:00 p.m. (Calgary time) on the
          Refund Date;

     (cc) "REGISTER" has the meaning set forth in Section 2.10(a) herein;

     (dd) "SEC" means the United States Securities and Exchange Commission;

     (ee) "SHARE EXCHANGE AGREEMENT" means the definitive share exchange
          agreement dated November 17, 2011 relating to the Exchange of shares
          between ACOR, Newco and the Newco Securityholders;

                                       4
<PAGE>



     (ff) "SHAREHOLDER" means a holder of record of one or more ACOR Shares;

     (gg) "SUBSCRIPTION RECEIPT CERTIFICATE" means a certificate evidencing
          Subscription Receipts substantially in the form attached hereto as
          Schedule A;

     (hh) "SUBSCRIPTION RECEIPT OFFERING" means the offering and sale by the
          Corporation of up to 8,500,000 Subscription Receipts at a price of
          US$0.35 per Subscription Receipt for aggregate offering proceeds of up
          to approximately US$2,975,000;

     (ii) "SUBSCRIPTION RECEIPT TRUSTEE" means Olympia Trust Company or its
          successors from time to time under this Agreement;

     (jj) "SUBSCRIPTION RECEIPTS" means the Subscription Receipts issued
          hereunder and from time to time outstanding hereunder, each
          Subscription Receipt evidencing the rights of Receipt holders under
          this Agreement, including the Issuance Right or the Refund Right, as
          the case may be;

     (kk) "SUBSIDIARY" has the meaning set forth in the BCBCA;

     (ll) "TERMINATION DATE" means February 29, 2012 or any earlier date on
          which a Termination Event occurs;

     (mm) "TERMINATION EVENT" has the meaning ascribed thereto in Section 3.4;

     (nn) "TERMINATION TIME" means 5:00 p.m. (Calgary time) on the Termination
          Date;

     (oo) "THIS AGREEMENT", "HEREIN", "HEREBY" and similar expressions mean and
          refer to this Subscription Receipt Agreement and any agreement or
          instrument supplemental hereto;

     (pp) "TRANSFER AGENT" means the Corporation;

     (qq) "U.S. PURCHASER" means a purchaser of Subscription Receipts that is:
          (i) a person located in the United States, or (ii) a person that was
          offered Subscription Receipts in the United States;

     (rr) "U.S. SECURITIES ACT" means the United States Securities Act of 1933,
          as amended;

     (ss) "U.S. SUBSCRIPTION RECEIPT CERTIFICATES" means the Subscription
          Receipt Certificates issued to U.S. Purchasers; and

     (tt) "WRITTEN REQUEST OF THE CORPORATION" and "CERTIFICATE OF THE
          CORPORATION" mean, respectively, a written request and certificate
          signed in the name of the Corporation by any two of its officers or
          directors and may consist of one or more instruments so executed.

A derivative of any defined word or phrase has the meaning appropriate to the
derivation of the word or phrase.


                                       5
<PAGE>



1.2      HEADINGS

     The headings, the table of contents and the division of this Agreement into
Articles and Sections are for convenience of reference only and do not affect
the interpretation of this Agreement.

1.3      REFERENCES

     Unless otherwise specified in this Agreement:

     (a)  references to Articles, Sections and Schedules are to Articles,
          Sections and Schedules in this Agreement;

     (b)  references to Subsections are references to Subsections of the Section
          in which the reference appears; and

     (c)  "HERETO", "HEREIN", "HEREBY", "HEREUNDER", "HEREOF" and similar
          expressions, without reference to a particular provision, refer to
          this Agreement.

1.4 CERTAIN RULES OF INTERPRETATION

     Unless other  wise specified in this Agreement:

     (a)  the singular includes the plural and vice versa;

     (b)  gender references are to be read with such changes as may be required
          by the context;

     (c)  "PERSON" includes any individual, firm, partnership, company,
          corporation, trust, trustee, government, governmental body, agency,
          instrumentality, unincorporated body of persons or association;

     (d)  "IN WRITING" or "WRITTEN" includes printing, typewriting or any
          electronic means of communication capable of being visibly reproduced
          at the point of reception, including telecopy;

     (e)  "INCLUDING", "INCLUDES" and "IN PARTICULAR" are used for illustration
          or emphasis only "and not to limit the generality of any preceding
          words, whether or not non-limiting language (such as "WITHOUT
          LIMITATION", "BUT NOT LIMITED TO" and similar expressions) is used
          with reference thereto;

     (f)  reference to any statute, regulation or bylaw includes amendments,
          consolidations, re-enactments and replacements thereof and instruments
          and legislation thereunder; and

     (g)  a derivative of any defined word or phrase has the meaning appropriate
          to the derivative of the word or phrase.

                                       6
<PAGE>



1.5 DAY NOT A BUSINESS DAY

     In the event that any day at or before which any action is required to be
taken hereunder is not a Business Day, then such action is to be required to be
taken at or before the requisite time on the next succeeding day that is a
Business Day.

1.6      APPLICABLE LAW

     This Agreement and the Subscription Receipt Certificates are to be
construed in accordance with the laws of the Province of Alberta and the laws of
Canada applicable therein and are to be treated in all respects as Alberta
contracts or instruments.

1.7      CONFLICT

     In the event of a conflict or inconsistency between a provision in the body
of this Agreement and in the Subscription Receipt Certificates issued hereunder,
the provision in the body of this Agreement prevails to the extent of the
inconsistency.

1.8      CURRENCY

     All dollars amounts expressed in this Agreement and in the Subscription
Receipts are in lawful money of Canada and all payments required to be made
hereunder and thereunder are to be made in Canadian dollars.

1.9      SEVERABILITY

     Each of the provisions in this Agreement is distinct and severable and a
declaration of invalidity or unenforceability of any such provision or part
thereof by a court of competent jurisdiction does not affect the validity or
enforceability of any of the other provisions hereof.

                                   ARTICLE 2
                         ISSUE OF SUBSCRIPTION RECEIPTS

2.1      CREATION AND ISSUE OF SUBSCRIPTION RECEIPTS

     Upon Torys' receipt of the Escrowed Funds (on behalf of the Subscription
Receipt Trustee):

     (a)  Torys shall confirm receipt of the Escrowed Funds to the Subscription
          Receipt Trustee;

     (b)  8,500,000 Subscription Receipts evidencing the rights of
          Receiptholders under this Agreement, including Issuance Rights and
          Refund Rights are hereby created and authorized to be issued by the
          Corporation. The Subscription Receipt Trustee is hereby appointed
          registrar and transfer agent for the Subscription Receipts; and


                                       7
<PAGE>



     (c)  At the written direction of the Corporation, the Subscription Receipt
          Trustee will execute, issue and deliver Subscription Receipt
          Certificates to the Receiptholders, registered in accordance with the
          instructions for such registration received from the Corporation and
          evidencing the number of Subscription Receipts each Receiptholder has
          purchased.

2.2 FORM AND TERMS OF SUBSCRIPTION RECEIPTS

     (a)  The Subscription Receipt Certificates (including all replacements
          issued in accordance with this Agreement) are to be substantially in
          the form set out in Schedule A hereto, bear such legends and such
          distinguishing letters and numbers as the Corporation may, with the
          approval of the Subscription Receipt Trustee, prescribe, and are to be
          issuable in any denomination, excluding fractions. Without limiting
          the generality of the foregoing, all Subscription Receipt Certificates
          are to be endorsed with the following legend (unless any such
          certificate is issued after the applicable expiry date contemplated in
          such legend):

          "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS
          SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS
          AND A DAY AFTER THE LATER OF (i)JANUARY 20, 2012, AND (ii) THE DATE
          THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."

     (b)  The Subscription Receipt Trustee acknowledges that the Subscription
          Receipts and Common Shares issuable pursuant thereto have not been
          registered under the U.S. Securities Act or any state securities laws.
          Upon the original issuance thereof and until such time as the same is
          no longer required under applicable requirements of the U.S.
          Securities Act or applicable state securities laws, the certificates
          representing any Subscription Receipt originally sold in the United
          States, and all certificates representing Common Shares issued upon
          the exercise of such Subscription Receipt in accordance with Article 3
          hereof (and each Subscription Receipt Certificate and Common Share
          certificate issued in exchange therefore or in substitution or
          transfer thereof) shall bear the following legend (in addition to the
          legend set forth in Section 2.2(a), as applicable):

          "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
          ACT") OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
          PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF
          AUSTRALIAN-CANADIAN OIL ROYALTIES LTD. THAT SUCH SECURITIES MAY BE
          OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
          AUSTRALIAN-CANADIAN OIL ROYALTIES LTD., (B) OUTSIDE THE UNITED STATES
          IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (C) IN
          ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (D) PURSUANT TO
          AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IN EACH
          CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AFTER,

                                       8
<PAGE>


          IN THE CASE OF TRANSFERS UNDER CLAUSE (D), THE HOLDER HAS FURNISHED TO
          AUSTRALIAN-CANADIAN OIL ROYALTIES LTD. AN OPINION OF COUNSEL OF
          RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO
          AUSTRALIAN-CANADIAN OIL ROYALTIES LTD. TO SUCH EFFECT."

          provided, that if any such securities are being transferred or sold in
          compliance with the requirements of Rule 904 of Regulation S, the
          above legend may be removed by providing a declaration to the transfer
          agent for the Corporation to the following effect (or as the
          Corporation may prescribe from time to time), together with any other
          evidence, which may include, without limitation, an opinion of counsel
          of recognized standing, reasonably satisfactory to the Corporation to
          the effect that such legend is not required under the requirements of
          the U.S. Securities Act:

               The undersigned (A) acknowledges that the sale of the
               securities to which this declaration relates is being
               made in reliance on Rule 904 of Regulation S under the
               U.S. Securities Act of 1933, as amended (the
               "SECURITIES ACT"), and (B) certifies that (1) it is not
               an "affiliate" (as defined in Rule 405 under the
               Securities Act) of Australian-Canadian Oil Royalties
               Ltd., (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 the
               Toronto Stock Exchange or any other "designated
               offshore securities market" 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 has engaged or will engage in any
               directed selling efforts in the United States in
               connection with the offer and sale of such securities,
               (4) the sale is bona fide and not for the purpose of
               "washing off" the resale restrictions imposed because
               the securities are "restricted securities" (as that
               term is defined in Rule 144(a)(3) under the Securities
               Act), (5) the seller does not intend to replace such
               securities with fungible unrestricted securities, and
               (6) the contemplated sale is not a transaction, or part
               of a series of transactions that, although in technical
               compliance with Regulation S, is part of a plan or
               scheme to evade the registration requirements of the
               Securities Act. Terms used herein have the meanings
               given to them by Regulation S.";

          and the Corporation shall use its reasonable best efforts to cause the
          registrar and transfer agent of the Corporation to remove the
          foregoing U.S. legend within three business days (excluding weekends
          and holidays) of receipt of the foregoing, as applicable.

          (c)  Each Subscription Receipt authorized to be issued hereunder
               confers upon the holder thereof the rights of Receiptholders
               under this Agreement, including an Issuance Right and a Refund
               Right.

          (d)  No fractional Subscription Receipts are to be issued or otherwise
               provided for hereunder.

                                       9
<PAGE>



2.3      RECEIPTHOLDER NOT A SHAREHOLDER

     Until the Issue Time, nothing in this Agreement or in the holding of a
Subscription Receipt, evidenced by a Subscription Receipt Certificate or
otherwise, confers or is to be construed as conferring upon a Receiptholder any
right or interest whatsoever as a Shareholder, including, the right to vote at,
to receive notice of, or to attend, meetings of Shareholders or any other
proceedings of the Corporation, or the right to receive dividends or other
distributions.

2.4 SUBSCRIPTION RECEIPTS TO RANK PARI PASSU

     All Subscription Receipts rank pari passu, whatever may be the actual date
of issue of same.

2.5      SIGNING OF SUBSCRIPTION RECEIPT CERTIFICATES

     The Subscription Receipt Certificates are to be signed by any director or
officer of the Corporation. The signatures of such respective directors or
officers may be mechanically reproduced in facsimile and Subscription Receipt
Certificates bearing such facsimile signatures are as binding upon the
Corporation as if they had been manually signed by such directors or officers.
Notwithstanding that any of the persons whose manual or facsimile signature
appears on any Subscription Receipt Certificate as director or officer may no
longer hold office at the date of such Subscription Receipt Certificate or at
the date of certification or delivery thereof, any Subscription Receipt
Certificate signed as aforesaid is, subject to Section 2.6, valid and binding
upon the Corporation and the holder thereof is entitled to the benefits of this
Agreement.

2.6      CERTIFICATION BY THE SUBSCRIPTION RECEIPT TRUSTEE

     (a)  No Subscription Receipt Certificate is to be issued or, if issued, is
          valid for any purpose or entitles the holder to the benefit hereof
          until it has been countersigned by manual signature by or on behalf of
          the Subscription Receipt Trustee, and such counterpart signature by
          the Subscription Receipt Trustee upon any Subscription Receipt
          Certificate is conclusive evidence as against the Corporation that the
          Subscription Receipt Certificate so countersigned has been duly issued
          hereunder and that the holder is entitled to the benefits hereof.

     (b)  The Subscription Receipt Trustee's counterpart signature on any
          Subscription Receipt Certificate issued hereunder is not to be
          construed as a representation or warranty by the Subscription Receipt
          Trustee as to the validity of this Agreement or the Subscription
          Receipt Certificate (except the due certification thereof) and the
          Subscription Receipt Trustee is in no respect liable or answerable for
          the use made of the Subscription Receipt Certificate or of the
          consideration therefor except as otherwise specified herein. The
          counterpart signature by or on behalf of the Subscription Receipt
          Trustee on the Subscription Receipt Certificate(s) constitutes a
          representation and warranty by the Subscription Receipt Trustee that
          the Subscription Receipt Certificate has been duly certified by or on
          behalf of the Subscription Receipt Trustee pursuant to the provisions
          of this Agreement.

                                       10
<PAGE>



2.7 ISSUE IN SUBSTITUTION FOR SUBSCRIPTION RECEIPT CERTIFICATES LOST, ETC.

     (a)  If any Subscription Receipt Certificate is mutilated or lost,
          destroyed or stolen, the Corporation, subject to applicable law and
          compliance with paragraph (b) below, will issue and thereupon the
          Corporation and the Subscription Receipt Trustee will certify (by its
          counterpart signature) and deliver, a new Subscription Receipt
          Certificate of like tenor as the one mutilated, lost, destroyed or
          stolen in exchange for and in place of and upon cancellation of such
          mutilated Subscription Receipt Certificate, or in lieu of and in
          substitution for such lost, destroyed or stolen Subscription Receipt
          Certificate. Every substituted Subscription Receipt Certificate is to
          be in a form approved by the Subscription Receipt Trustee, entitles
          the holder to the benefits hereof, and ranks equally in accordance
          with its terms with all other Subscription Receipt Certificates issued
          or to be issued hereunder. When a new Subscription Receipt Certificate
          has been issued in substitution for a Subscription Receipt Certificate
          which has been mutilated, lost, stolen or destroyed, only one of such
          certificates is counted for the purpose of determining the number of
          Subscription Receipts outstanding.

     (b)  The applicant for the issue of a new Subscription Receipt Certificate
          pursuant to this Section 2.7 will bear the cost of the issue thereof
          and, in case of loss, destruction or theft will, as a condition
          precedent to the issue thereof, furnish to the Corporation and to the
          Subscription Receipt Trustee such evidence of ownership and of the
          loss, destruction or theft of the Subscription Receipt Certificate so
          lost, destroyed or stolen as is satisfactory to the Corporation and
          the Subscription Receipt Trustee, each in their sole discretion, and
          such applicant shall also be required to furnish an indemnity or
          security in amount and form satisfactory to the Corporation and the
          Subscription Receipt Trustee each in their sole discretion, and will
          pay the reasonable charges of the Corporation and the Subscription
          Receipt Trustee in connection therewith.

2.8      EXCHANGE OF SUBSCRIPTION RECEIPT CERTIFICATES

     (a)  Subscription Receipt Certificates may, upon compliance with the
          reasonable requirements of the Subscription Receipt Trustee, be
          exchanged for another Subscription Receipt Certificate or Subscription
          Receipt Certificates entitling the holder thereto, in the aggregate,
          the same number of Subscription Receipts as represented by the
          Subscription Receipt Certificates so exchanged.

     (b)  Subscription Receipt Certificates may be surrendered for exchange only
          at the Designated Office of the Subscription Receipt Trustee or at any
          other place that is designated by the Corporation with the approval of
          the Subscription Receipt Trustee.

2.9      CHARGES FOR EXCHANGE

     Except as otherwise herein provided, the Subscription Receipt Trustee may
charge to the holder requesting an exchange, a reasonable sum for each new
Subscription Receipt Certificate issued in exchange for Subscription Receipt
Certificate(s), except that no such amount is to be charged against or payable
by a Receiptholder during the 30 days after the Closing Date. Payment of such
charges and reimbursement of the Subscription Receipt Trustee or the Corporation
for any and all stamp taxes or governmental or other charges required to be paid
will be made by such holder as a condition precedent to such exchange.


                                       11
<PAGE>


2.10     TRANSFER AND OWNERSHIP OF SUBSCRIPTION RECEIPTS

     (a)  The Subscription Receipt Trustee will keep at its Designated Office a
          register in which it will enter and record: (i) the names and
          addresses of Receiptholders and particulars of the Subscription
          Receipts held by them; and (ii) all transfers of Subscription Receipts
          and the date and other particulars of each transfer (the "REGISTER").
          This Register is to be at all reasonable times during the regular
          business hours of the Subscription Receipt Trustee open for inspection
          by the Receiptholders. The Subscription Receipts may only be
          transferred on the Register by the holder or his legal representatives
          or his attorney duly appointed by an instrument in writing. Upon
          surrender for registration of transfer of Subscription Receipts at the
          Designated Office of the Subscription Receipt Trustee, the Corporation
          will issue and thereupon the Subscription Receipt Trustee will certify
          and deliver a new Subscription Receipt Certificate of like tenor in
          the name of the designated transferee. If less than all the
          Subscription Receipts evidenced by a Subscription Receipt Certificate
          so surrendered are transferred, the transferor is entitled to receive,
          in the same manner, one or more new Subscription Receipt Certificates
          registered in his name evidencing the Subscription Receipts not
          transferred. However, notwithstanding the foregoing, the Subscription
          Receipt Trustee and the Corporation will cause a transfer of
          Subscription Receipts to be entered and recorded on the Register only
          upon:

          (i)  payment to the Subscription Receipt Trustee of a reasonable sum
               for each new Subscription Receipt Certificate issued upon such
               transfer, and reimbursement of the Subscription Receipt Trustee
               or the Corporation for any and all stamp taxes or governmental or
               other charges required to be paid in respect of such transfer;

          (ii) if the Subscription Receipt Certificate tendered for transfer
               bears the legend set forth in Section 2.2(a) or 2.2(b), the
               transfer restrictions set forth in such legend shall be complied
               with; and

          (iii) such reasonable requirements as the Subscription Receipt Trustee
               may prescribe,

          in which case, the Subscription Receipt Trustee will duly note all
          such transfers in such Register and, within three Business Days
          thereafter, the Corporation and the Subscription Receipt Trustee will
          sign a Subscription Receipt Certificate representing the transferred
          Subscription Receipts registered in the name of the transferee, as
          holder, and cause such certificate to be sent to the such holder at
          the address shown in the Register.

                                       12
<PAGE>



     (b)  The Corporation and the Subscription Receipt Trustee may deem and
          treat the registered holder of any Subscription Receipt Certificate
          or, in the case of a transferee who has surrendered a Subscription
          Receipt Certificate in accordance with and as contemplated in this
          Section 2.10, such transferee, as the absolute owner of the
          Subscription Receipt represented thereby for all purposes, and the
          Corporation and the Subscription Receipt Trustee are not affected by
          any notice or knowledge to the contrary except where the Corporation
          or the Subscription Receipt Trustee is required to take notice by
          statute or by order of a court of competent jurisdiction.

     (c)  Neither the Corporation nor the Subscription Receipt Trustee is bound
          to inquire into the title of a Receiptholder who surrenders a
          Subscription Receipt Certificate hereunder, or otherwise, except where
          the Corporation or the Subscription Receipt Trustee is required to
          take notice by statute or by order of a court of competent
          jurisdiction;

     (d)  The Register in respect of Subscription Receipts will be closed at
          5:00 p.m. (Calgary time) at the Designated Office, on the earlier to
          occur of the Exchange Date and the Termination Date (subject to
          settlement).

     (e)  Subject to the provisions of this Agreement and applicable law, a
          Receiptholder is entitled to the rights and privileges attaching to
          the Subscription Receipts free from all equities or rights of set off
          or counterclaim between the Corporation and the original or any
          intermediate holder thereof. The delivery of ACOR Shares by the
          Subscription Receipt Trustee in satisfaction of the Issuance Right or,
          in satisfaction of the Refund Right, the payment of the Issue Price
          per Subscription Receipt together with interest earned thereon to but
          not including the Refund Date as soon as practicable, all in
          accordance with the terms and conditions herein, will discharge all
          responsibilities of the Corporation and the Subscription Receipt
          Trustee with respect to such Subscription Receipts and neither the
          Corporation nor the Subscription Receipt Trustee will be bound to
          inquire into the title of a Receiptholder who surrenders a
          Subscription Receipt Certificate.

2.11 ESCROWED FUNDS TO BE PLACED IN ESCROW / ROLE OF TORYS

     Upon the issuance of Subscription Receipts, the Escrowed Funds will be held
by Torys, on behalf of the Subscription Receipt Trustee to be held, invested and
reinvested pursuant to the terms hereof.

     Notwithstanding any other provision set out herein, the parties hereto
agree that Torys shall hold all of the Escrowed Funds on behalf of the
Subscription Receipt Trustee in accordance with the terms of this Agreement.
Torys hereby undertakes and agrees that it shall not pay out any of the Escrowed
Funds unless directed by the Subscription Receipt Trustee in writing. The
Subscription Receipt Trustee hereby agrees to cause Torys to hold the Escrowed
Funds in accordance with this Agreement and to only disburse and deal with such
funds as herein provided.

                                       13
<PAGE>



     For greater certainty, any references herein to the Subscription Receipt
Trustee holding the Escrowed Funds shall be deemed to mean Torys holding such
Escrowed Funds on behalf of the Subscription Receipt Trustee. Any reference to
the Subscription Receipt Trustee taking any action with respect to the Escrowed
Funds shall be deemed to mean that the Subscription Receipt Trustee will direct
Torys to take such actions on behalf of the Subscription Receipt Trustee. As
Torys is holding the Escrowed Funds and only investing or disbursing such funds
upon the written direction of the Subscription Receipt Trustee, the parties
hereto agree that Torys shall not incur any liability with respect to this
Agreement provided it holds the Escrowed Funds on behalf of the Subscription
Receipt Trustee and only releases or invests such funds upon receiving written
direction from the Subscription Receipt Trustee. Further, in addition to the
above, Torys shall be entitled to all indemnities and limitations of liability
afforded to the Subscription Receipt Trustee set out herein.

2.12 ISSUANCE RIGHT AND REFUND RIGHT

     Each Receiptholder has in respect of the Issuance Right or the Refund
Right, as the case may be, a claim against the Corporation to be: (i) issued one
ACOR Share for each Subscription Receipt held, if the Issuance Right arises in
favor of the Receiptholder, or (ii) reimbursed an amount equal to the Issue
Price for each Subscription Receipt held by such holder, plus any interest
accrued or earned and payable thereon if the Refund Right arises in favor of the
Receiptholder.

2.13     LIQUIDATION OR BANKRUPTCY OF THE CORPORATION

     Until the Issuance Right or the Refund Right arises, a Receiptholder is not
entitled to assert a claim against the Corporation pursuant to Section 2.12
unless, prior to the Exchange Date or the Refund Date, as the case may be: (i)
the Corporation makes a general assignment for the benefit of creditors; (ii)
any proceeding is instituted by the Corporation, seeking relief on its behalf as
a debtor or to adjudicate it a bankrupt or insolvent or seeking liquidation,
winding-up, reorganization, arrangement, adjustment or composition of it or its
debts under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors; (iii) any proceeding is instituted by the Corporation,
seeking appointment of a receiver, receiver and manager, trustee, custodian or
similar official for it or any substantial part of its property and assets; or
(iv) the Corporation takes any action to authorize any of the actions set forth
above, in which event the right of each holder of Subscription Receipts to
exercise the Issuance Right or the Refund Right terminates and such holder is
entitled to assert his claim against the Corporation, referred to in Section
2.12 in respect of each Subscription Receipt, at such holder's election, as if
the Issuance Right or the Refund had arisen in favor of the holder and the
holder is deemed to have exercised his Issuance Rights or Refund Rights in
accordance with his election.

2.14     RELIANCE BY THE SUBSCRIPTION RECEIPT TRUSTEE

     The Subscription Receipt Trustee has no obligation to ensure or verify
compliance with any applicable laws or regulatory requirements on the issue,
exercise or transfer of any Subscription Receipts (or the Issuance Right
comprising part thereof) or ACOR Share issuable upon the exercise thereof
provided such issue, exercise or transfer, as the case may be, is effected in
accordance with the terms of this Agreement. The Subscription Receipt Trustee is
entitled to process all proffered transfers and exercises of Subscription
Receipts upon the presumption that such transfers or exercises are permissible
pursuant to all applicable laws and regulatory requirements. The Subscription

                                       14
<PAGE>


Receipt Trustee may assume for the purposes of this Agreement that any address
on the Register is the holder's actual address and is also determinative as to
residency and that the address of any transferee to whom any ACOR Share are to
be registered, as shown on the transfer document, is the transferee's residency.
The Subscription Receipt Trustee has no obligation to ensure that the legends
appearing on the Subscription Receipts Certificates or ACOR Shares comply with
regulatory requirements or securities laws of any applicable jurisdiction.

2.15     CANCELLATION OF SURRENDERED SUBSCRIPTION RECEIPT CERTIFICATES

     All Subscription Receipt Certificates surrendered to or received by the
Subscription Receipt Trustee pursuant to Sections 2.8 or 2.10 are to be returned
to or received by the Subscription Receipt Trustee for cancellation and, if
required by the Corporation, the Subscription Receipt Trustee will furnish the
Corporation with a cancellation certificate identifying the Subscription Receipt
Certificates so cancelled and the number of Subscription Receipts evidenced
thereby.

                                   ARTICLE 3
                 SATISFACTION OF ISSUANCE RIGHT OR REFUND RIGHT

3.1      NOTICE OF SATISFACTION OF ESCROW RELEASE CONDITIONS

     (a)  If the Escrow Release Conditions are satisfied at or before the
          Termination Time, the Corporation will concurrently deliver the
          Closing Notice and the Irrevocable Direction to the Subscription
          Receipt Trustee and the Transfer Agent. In addition, the Corporation
          will, as soon as practicable, issue a press release disclosing the
          Exchange Date, the date on which the transfer register for the
          Subscription Receipts closes, and that the ACOR Shares are to be
          issued to Receiptholders following the Exchange Date within the time
          set forth in this Agreement.

     (b)  Upon receipt of the Closing Notice and the Irrevocable Direction, the
          Subscription Receipt Trustee shall direct Torys in writing to release
          the Escrowed Funds to the Corporation.

3.2 ISSUE OF ACOR SHARES

     (a)  If the Escrow Release Conditions are satisfied and the Closing Notice
          and the Irrevocable Direction are delivered to the Subscription
          Receipt Trustee and the Transfer Agent at or before the Termination
          Time:

          (i)  the Issuance Right is deemed to have been exercised and the ACOR
               Shares are deemed to be automatically issued at the Issue Time;
               and

                                       15
<PAGE>



          (ii) the holder of a Subscription Receipt (or a transferee thereof if
               all applicable transfer requirements, other than registration,
               have been satisfied) is automatically entitled from and after the
               Issue Time to a certificate with respect to the ACOR Shares
               issued in registered form without payment of additional
               consideration or any further action on the part of the
               Receiptholder.

     (b)  All certificates representing the ACOR Shares so issued are to be
          endorsed with the legends in accordance with the Agreement and the
          applicable Subscription Receipt Certificate(s).

     (c)  Effective immediately after the deemed exercise of the Issuance Right
          as contemplated in Subsection 3.2(a), and after the Transfer Agent has
          mailed or caused to be mailed or delivered the certificates
          representing the ACOR Shares the Issuance Right is satisfied and the
          Subscription Receipts relating thereto are void and of no value or
          further effect.

3.3      DELIVERY OF IRREVOCABLE DIRECTION AND RELEASE OF FUNDS

     If the Escrow Release Conditions are satisfied and the delivery of the
Closing Notice and the Irrevocable Direction by the Corporation to the
Subscription Receipt Trustee occur at or before the Termination Time, the
Subscription Receipt Trustee will as soon as practicable direct Torys in writing
to release to the Corporation, or as directed by the Corporation, the full
amount of the Escrowed Funds, together with any interest earned thereon.

3.4 REIMBURSEMENT PURSUANT TO REFUND RIGHT

     (a)  If prior to the Termination Time:

          (i)  the Escrow Release Conditions are not satisfied;

          (ii) the Exchange does not become effective;

          (iii) the Exchange or the Share Exchange Agreement is terminated; or

          (iv) the Corporation has announced to the public that it does not
               intend to proceed with the Exchange or the transactions
               contemplated by the Acquisition Agreement,

          (the earliest of such events being referred to herein as a
          "TERMINATION EVENT"), the Corporation will, as soon as practicable
          thereafter, notify the Subscription Receipt Trustee thereof and the
          Corporation will issue a press release. At the Refund Time, the
          Receiptholders, as shown on the Register on the Refund Date, cease to
          be entitled to all rights attaching thereto with the exception of the
          Refund Right.

                                       16
<PAGE>



     (b)  Upon the occurrence of the Termination Event, each Receiptholder, as
          shown on the Register on the Refund Date, is deemed to have elected
          (without further action) to exercise the Refund Right whereupon the
          Corporation and the Subscription Receipt Trustee will forthwith cause
          the payment obligation under the Refund Right to be satisfied and
          discharged. The amount to be paid to each Receiptholder pursuant to
          the Refund Right is to be satisfied and discharged out of the Escrowed
          Funds and include any accrued or earned interest thereon, calculated
          for each such Receiptholder as the product of (i) the amount of any of
          the interest earned on the Escrowed Funds from and including the
          Closing Date to, but excluding the Refund Date, multiplied by (ii) a
          fraction, of which the numerator is the number of Subscription
          Receipts held by such Receiptholder and the denominator is the
          aggregate number of Subscription Receipts outstanding as at the Refund
          Time. Interest paid in such amount is deemed for all purposes to be
          interest earned by and on behalf of the Receiptholder.

     (c)  The obligation to make the payment of the amounts specified in
          Subsection 3.4(a) and (b) is to be satisfied and discharged by Torys
          effecting a wire transfer payable to the registered holder of the
          Subscription Receipt.

     (d)  Upon the wire transfer as provided in Subsection 3.4(c) all rights
          evidenced by the Subscription Receipts relating are satisfied and such
          Subscription Receipts are void and of no value or further effect.

     (e)  Subject to applicable law, if any holders of Subscription Receipts (or
          transferees thereof) have not, for any reason, notified the
          Corporation or the Subscription Receipt Trustee in order to obtain
          payment under a Refund Right which has not been previously received
          within six years of the Refund Date or Termination Date all remaining
          funds held by the Subscription Receipt Trustee (or by Torys on behalf
          of the Subscription Receipt Trustee) hereunder may be paid by the
          Subscription Receipt Trustee (or Torys) to the Corporation.

     (f)  Immediately after the Issue Time or the Refund Time, as the case may
          be, all Subscription Receipt Certificates which prior to such time
          represented Subscription Receipts are deemed to be cancelled and of no
          further force or effect, without any further action by or on behalf of
          the Corporation or the Subscription Receipt Trustee and whether or not
          the Subscription Receipt Trustee has received any of such certificates
          for cancellation.

                                   ARTICLE 4
                                 ESCROWED FUNDS

4.1 SEGREGATION OF ESCROWED FUNDS

     The Escrowed Funds received by the Subscription Receipt Trustee (or by
Torys on behalf of the Subscription Receipt Trustee), together with interest
earned thereon, and any securities or other instruments received by the
Subscription Receipt Trustee (or by Torys on behalf of the Subscription Receipt
Trustee) upon the investment or reinvestment of such Escrowed Funds, are
received as agent and trustee for the Corporation and the Receiptholders, and
the Subscription Receipt Trustee (or by Torys on behalf of the Subscription
Receipt Trustee) will keep the Escrowed Funds and any interest earned thereon
segregated and kept apart, subject to the conditions herein.

                                       17
<PAGE>



                                   ARTICLE 5
                           INVESTMENT OF ESCROW FUNDS

5.1      SUBSCRIPTION RECEIPT TRUSTEE

     Upon receipt of a direction from the Corporation, the Subscription Receipt
Trustee shall cause Torys to invest the Subscription Receipt Trustee funds in
Authorized Investments in its name in accordance with such direction. Any
direction from the Corporation to the Subscription Receipt Trustee shall be in
writing and shall be provided to the Subscription Receipt Trustee no later than
9:00 a.m. on the day on which the investment is to be made. Any such direction
received by the Subscription Receipt Trustee after 9:00 a.m. (Calgary time) or
received on a non-Business Day, shall be deemed to have been given prior to 9:00
a.m. (Calgary time) the next Business Day. Any direction from the Corporation
for the release of the Escrow Funds must be received prior to 10:00 a.m.
(Calgary time) on the day on which the release of funds is to be made. Any such
direction for the release of funds received after 11:00 a.m. (Calgary time) or
on a non-Business Day, will be handled on a commercially reasonable efforts
basis and may result in escrow funds being released on the next Business Day.
For the purpose hereof, "AUTHORIZED INVESTMENTS" means short term interest
bearing or discount debt obligations of, or issued or guaranteed by, the
Government of Canada or a province of Canada or a Canadian chartered bank
provided that such obligation is rated at least R1 (high) by DBRS Inc. or an
equivalent rating service.

     If at any time the Escrowed Funds include cash that is not invested and the
Corporation has not provided directions to the Subscription Receipt Trustee to
invest such cash, the Subscription Receipt Trustee shall direct Torys to deposit
all such uninvested cash in an account, a term deposit or guaranteed investment
certificates of a Canadian chartered bank, having either no fixed term or no
irrevocable term and which pays interest on the daily balance. Neither the
Subscription Receipt Trustee nor Torys shall have any liability with respect to
any loss in value of investments as permitted to be made hereunder. In making
any payment, neither the Subscription Receipt Trustee nor Torys shall be liable
for any loss sustained from early termination of an investment if such
termination is required to make a payment hereunder.

5.2 INTEREST ON ESCROWED FUNDS

     Interest, if any, accruing on any Escrowed Funds accrues to the benefit of,
and will be disbursed by the Subscription Receipt Trustee (or by Torys on behalf
of the Subscription Receipt Trustee) in accordance with the provisions of this
Agreement to the Corporation, if the Issuance Rights are deemed to have been
exercised, or the Receiptholders, if the Refund Rights are deemed to have been
exercised.

                                       18
<PAGE>



                                   ARTICLE 6
                    RIGHTS OF THE CORPORATION AND COVENANTS

6.1 OPTIONAL PURCHASES BY THE CORPORATION

     Subject to compliance with applicable laws, the Corporation may from time
to time purchase by private contract or otherwise any of the Subscription
Receipts. Any such purchase may be made in such manner, from such persons and on
such other terms as the Corporation, in its sole discretion, may determine.

6.2 GENERAL COVENANTS OF THE CORPORATION

     (a)  The Corporation covenants with the Subscription Receipt Trustee that
          so long as any Subscription Receipts remain outstanding:

          (i)  it will reserve and keep available a sufficient number of ACOR
               Shares for the purpose of enabling it to satisfy its obligations
               to issue ACOR Shares upon the deemed exercise of the Subscription
               Receipts;

          (ii) it will cause the ACOR Shares and the certificates representing
               the ACOR Shares from time to time acquired pursuant to the deemed
               exercise of the Subscription Receipts to be duly issued and
               delivered in accordance with this Agreement and the Subscription
               Receipt Certificate(s);

          (iii) all ACOR Shares issued pursuant to the Subscription Receipts
               will be fully paid and non-assessable;

          (iv) it will use reasonable commercial efforts to maintain its
               corporate existence and carry on its business in the ordinary
               course;

          (v)  it will make all requisite filings under applicable Canadian
               securities legislation;

          (vi) it will use its reasonable commercial efforts to ensure that the
               outstanding ACOR Shares are listed and posted for trading on the
               OTCBB; and

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

     (b)  In addition, the Corporation covenants with the Subscription Receipt
          Trustee, that, from the date hereof to the earlier of the date that
          the Issuance Right or the Refund Right occurs it will not do any of
          the following:

          (i)  subdivide or redivide the outstanding ACOR Shares into a greater
               number of shares;

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

                                       19
<PAGE>



          (iii) issue ACOR Shares to holders of all or substantially all of the
               outstanding ACOR Shares by way of a dividend or distribution;

          (iv) fix a record date for the making of a distribution to all or
               substantially all the holders of its outstanding ACOR Shares of:
               (i) shares of any class other than ACOR Shares and other than
               shares distributed to holders of ACOR Shares who have elected to
               receive dividends in the form of such shares in lieu of dividends
               paid in the ordinary course; or (ii) rights, options or warrants
               entitling holders to subscribe for or purchase ACOR Shares or
               securities convertible into ACOR Shares;

          (v)  it will not sell all or substantially all of the properties or
               assets of the Corporation to any other person; or

          (vi) declare or pay any dividend.

6.3      SUBSCRIPTION RECEIPT TRUSTEE'S REMUNERATION AND EXPENSES

     The Corporation covenants that it will pay to the Subscription Receipt
Trustee from time to time reasonable remuneration for its services hereunder and
will pay or reimburse the Subscription Receipt Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the
Subscription Receipt Trustee in the administration or execution of this
Agreement (including the reasonable compensation and the disbursements of its
counsel and all other advisors and assistants not regularly in its employ) both
before any default hereunder and thereafter until all duties of the Subscription
Receipt Trustee hereunder are finally and fully performed, except any such
expense, disbursement or advance as may arise out of or result from the
Subscription Receipt Trustee's gross negligence, willful misconduct or fraud.

6.4      PERFORMANCE OF COVENANTS BY SUBSCRIPTION RECEIPT TRUSTEE

     If the Corporation fails to perform any of its covenants contained in this
Agreement and the Subscription Receipt Trustee has notified the Corporation of
such failure to perform and such failure remains unremediated, the Subscription
Receipt Trustee may notify the Receiptholders of such failure on the part of the
Corporation or may itself perform any of the covenants capable of being
performed by it, but is under no obligation to perform covenants or to notify
the Receiptholders of such performance by it. All sums expended or advanced by
the Subscription Receipt Trustee in so doing are repayable as provided in
Section 6.3. No such performance, expenditure or advance by the Subscription
Receipt Trustee relieves the Corporation of any default hereunder or of its
continuing obligations under the covenants herein contained.

6.5      ACCOUNTING

     The Subscription Receipt Trustee will maintain accurate books, records and
accounts of the transactions effected or controlled by the Subscription Receipt
Trustee hereunder and the receipt, investment, reinvestment and disbursement of
the Escrowed Funds, together with interest earned thereon, if any, and will
provide to the Corporation records and statements thereof periodically upon
request.

                                       20
<PAGE>



6.6 PAYMENTS BY SUBSCRIPTION RECEIPT TRUSTEE

     If any funds to be disbursed by the Subscription Receipt Trustee in
accordance herewith are received by the Subscription Receipt Trustee (or by
Torys on behalf of the Subscription Receipt Trustee) in the form of an
uncertified cheque or cheques, the Subscription Receipt Trustee or Torys, as
applicable, are entitled to delay the time for disbursement of such funds
hereunder until such uncertified cheque or cheques have cleared in the ordinary
course by the financial institution upon which the same are drawn. The
Subscription Receipt Trustee and Torys will disburse monies according to this
Agreement only to the extent that monies have been deposited with it.

6.7      INDEMNITY OF RECEIPTHOLDERS

     The Corporation agrees to indemnify the Receiptholders for, and hold each
of them harmless against, any loss, liability, claim, damage or expense imposed
on, or incurred by, any of them as a result of a breach by the Subscription
Receipt Trustee or Torys of its obligations under this Agreement, including the
failure of the Subscription Receipt Trustee or Torys to refund the Issue Price,
together with interest earned thereon, to the Receiptholders pursuant to the
provisions of Sections 3.2 and 3.4 as the case may be. The indemnity provided
for in this Section 6.7 survives any termination of this Agreement, or the
resignation or replacement of the Subscription Receipt Trustee.

                                   ARTICLE 7
                                  ENFORCEMENT

7.1      SUITS BY RECEIPTHOLDERS

     Subject to Section 8.11, a Receiptholder may enforce all or any of the
rights conferred upon the Receiptholder by any of the terms of the Subscription
Receipt Certificates or of this Agreement, or of both, by appropriate
proceedings but without prejudice to the right which is hereby conferred upon
the Subscription Receipt Trustee to proceed in its own name to enforce each and
all of the provisions herein contained for the benefit of the Receiptholders.

7.2      IMMUNITY OF SHAREHOLDERS

     The Subscription Receipt Trustee and, by the acceptance of the Subscription
Receipts and as part of the consideration for the issue of the Subscription
Receipts, the Receiptholders hereby waive and release any right, cause of action
or remedy now or hereafter existing in any jurisdiction against any past,
present or future, Shareholder, director, officer, employee or agent of the
Corporation or any successor person for the issue of any ACOR Shares pursuant to
the corresponding Subscription Receipts or on any covenant, agreement,
representation or warranty by the Corporation herein or in the Subscription
Receipt Certificate(s).

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7.3      LIMITATION OF LIABILITY

     The obligations hereunder are not personally binding upon, nor is resort
hereunder to be had to the private property of, any of the past, present or
future securityholders of the Corporation, or any successor person or any of the
past, present or future directors, officers, employees or agents, of the
Corporation, or any successor person, but only the property of the Corporation
or any successor person is bound in respect hereof.

                                   ARTICLE 8
                           MEETINGS OF RECEIPTHOLDERS

8.1 RIGHT TO CONVENE MEETING

     The Subscription Receipt Trustee or the Corporation may at any time and
from time to time, and the Subscription Receipt Trustee will, on receipt of a
written request of the Corporation or a Receiptholders' Request and upon being
funded and indemnified to its reasonable satisfaction by the Corporation or by
the Receiptholders signing such request against the costs which may be incurred
in connection with the calling and holding of such meeting, convene a meeting of
the Receiptholders. If the Subscription Receipt Trustee fails within 10 days
after receipt of any such request and such funding and indemnity to give notice
convening a meeting, the Corporation or such Receiptholders, as the case may be,
may convene such meeting. Every such meeting is to be held in the City of
Calgary or at such other place as may be approved or determined by the
Subscription Receipt Trustee.

8.2      NOTICE OF MEETINGS

     To validly convene a meeting of Receiptholders, at least 10 days' notice of
any meeting is to be given to the Receiptholders in the manner provided in
Section 11.1 and a copy of such notice is to be sent by post to the Subscription
Receipt Trustee, unless the meeting has been called by it. To be valid for the
purposes hereof, such notice must: (a) state the time when and the place in
Calgary, Alberta where the meeting is to be held; (b) state briefly the general
nature of the business to be transacted thereat; and (c) contain such
information as is reasonably necessary to enable the Receiptholders to make an
informed decision on the matter, but it is not necessary for any such notice to
set out the terms of any resolution to be proposed or any of the provisions of
this Article. The accidental omission to give valid notice of a meeting to any
holder of Subscription Receipts does not invalidate any resolution passed at any
such meeting. A Receiptholder may waive notice of a meeting either before or
after the meeting.

8.3      CHAIR

     A person, who need not be a Receiptholder, nominated in writing by the
Subscription Receipt Trustee is to be chair of the meeting and if no person is
so nominated, or if the person so nominated is not present within 15 minutes
from the time fixed for the holding of the meeting, the Receiptholders present
in person or by proxy will choose another person present to be chair.

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<PAGE>



8.4      QUORUM

     Subject to the provisions of Section 8.12, at any meeting of the
Receiptholders a quorum consists of Receiptholders present in person or by proxy
and representing at least 10% of the outstanding Subscription Receipts. If a
quorum of the Receiptholders is not present within 30 minutes after the time
fixed for holding any meeting, the meeting, if summoned by the Receiptholders or
pursuant to a request of the Receiptholders, is be dissolved; but in any other
case the meeting is adjourned to the same day in the next week (unless such day
is not a Business Day in which case it is adjourned to the next following
Business Day thereafter) at the same time and place and no notice need be given
in respect of such adjourned meeting. At the adjourned meeting, the
Receiptholders present in person or by proxy constitute and form a quorum and
may transact the business for which the meeting was originally convened
notwithstanding that they may not represent 10% of the outstanding Subscription
Receipts. Any business may be brought before or dealt with at an adjourned
meeting which might have been brought before or dealt with at the original
meeting in accordance with the notice calling the same. No business is to be
transacted at any meeting unless the required quorum be present at the
commencement of business.

8.5      POWER TO ADJOURN

     The chair of any meeting at which a quorum of the Receiptholders is present
may, with the consent of the holders of a majority of the Subscription Receipts
represented thereat, adjourn any such meeting and no notice of such adjournment
need be given except such notice, if any, as the meeting may prescribe.

8.6      SHOW OF HANDS

     Every question submitted to a meeting is to be decided, subject to Section
8.7, 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 chair that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority is conclusive evidence of the fact. The chair of any meeting is
entitled, both on a show of hands and on a poll, to vote in respect of the
Subscription Receipts, if any, held by him or her.

8.7      VOTING BY POLL

     On every Extraordinary Resolution (as defined in Section 8.12), and on any
other question submitted to a meeting, when demanded by the chair or by one or
more Receiptholders or proxies for Receiptholders, a poll is to be taken in such
manner and either at once or after an adjournment as the chair directs.
Questions other than Extraordinary Resolutions are to be decided, if a poll be
taken, by the votes of the holders of a majority of the Subscription Receipts
represented at the meeting and voted on the poll.

8.8      VOTING

     On a show of hands, every person who is present and entitled to vote,
whether as a Receiptholder or as proxy for one or more Receiptholders (duly
appointed by a written instrument) or both, has one vote. On a poll, each
Receiptholder present in person or represented by a proxy duly appointed by an
instrument in writing is entitled to one vote in respect of each Subscription
Receipt of which he is then the holder. A proxy need not be a Receiptholder. In
the case of joint holders of a Subscription Receipt, any one of them present in
person or represented by proxy at the meeting may vote in the absence of the
other or others but if more than one of them be present in person or by proxy,
they will vote together in respect of the Subscription Receipts of which they
are joint holders.

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8.9      REGULATIONS

     The Subscription Receipt Trustee, or the Corporation with the approval of
the Subscription Receipt Trustee, may from time to time make and from time to
time vary or revoke such regulations as it thinks fit providing for and
governing:

     (a)  the form of the instrument appointing a proxy, which is to be in
          writing, and the manner in which the same is to executed and the
          production of the authority of any person signing on behalf of a
          Receiptholder;

     (b)  the deposit of instruments appointing proxies at such place as the
          Subscription Receipt Trustee, the Corporation or the Receiptholder
          convening the meeting, as the case may be, may, in the notice
          convening the meeting, direct and the time, if any, before the holding
          of the meeting or any adjournment thereof by which the same must be
          deposited;

     (c)  the deposit of 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 instruments appointing proxies to be
          mailed, faxed, emailed or otherwise sent electronically before the
          meeting to the Corporation or to the Subscription Receipt Trustee 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)  the convening of meetings of Receiptholders, generally, and the
          conduct of business thereat.

Any regulations so made are binding and effective and the votes given in
accordance therewith are valid and are to be counted. Save as such regulations
may provide, the only persons who will be recognized at any meeting as the
holders of any Subscription Receipts, or as entitled to vote or be present at
the meeting in respect thereof, are Receiptholders and any person whom a
Receiptholder has by instruments in writing duly appointed as the
Receiptholder's proxies.

8.10 PERSONS ENTITLED TO ATTEND MEETINGS

     The Corporation and the Subscription Receipt Trustee, by their respective
officers, employees, and directors, and the legal advisors of the Corporation,
the Subscription Receipt Trustee or any Receiptholder may attend any meeting of
the Receiptholders, but have no vote as such.

8.11     POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION

     In addition to the powers conferred upon them by any other provisions of
this Agreement or by law, the Receiptholders, at a meeting, have the following
powers exercisable from time to time by Extraordinary Resolution (as defined
below), subject, if applicable, to the approval of the OTCBB:

                                       24
<PAGE>



     (a)  to agree to any modification, abrogation, alteration, compromise or
          arrangement of the rights of Receiptholders or rights or obligations
          of the Subscription Receipt Trustee in its capacity as Subscription
          Receipt Trustee hereunder on behalf of the Receiptholders against the
          Corporation or against its property and assets or any part thereof,
          whether such rights arise under this Agreement or the Subscription
          Receipt Certificate(s) or otherwise;

     (b)  to amend, alter or repeal any Extraordinary Resolution previously
          passed or sanctioned by the Receiptholders;

     (c)  to direct or to authorize the Subscription Receipt Trustee to enforce
          any of the covenants on the part of the Corporation contained in this
          Agreement or the Subscription Receipt Certificate(s) or to enforce any
          of the rights of the Receiptholders in any manner specified in such
          Extraordinary Resolution or to refrain from enforcing any such
          covenant or right;

     (d)  to waive, and to direct the Subscription Receipt Trustee to waive, any
          default on the part of the Corporation in complying with any
          provisions of this Agreement or the Subscription Receipt
          Certificate(s) either unconditionally or upon any conditions specified
          in such Extraordinary Resolution;

     (e)  to restrain any Receiptholder from taking or instituting any suit,
          action or proceeding against the Corporation for the enforcement of
          any of the covenants on the part of the Corporation in this Agreement
          or the Subscription Receipt Certificate(s) or to enforce any of the
          rights of the Receiptholders;

     (f)  to direct any Receiptholder who, as such, has brought any suit, action
          or proceeding to stay or to discontinue or otherwise to deal with the
          same upon payment of the costs, charges and expenses reasonably and
          properly incurred by such Receiptholder in connection therewith;

     (g)  to assent to any change in or omission from the provisions contained
          in the Subscription Receipt Certificate(s) and this Agreement or any
          ancillary or supplemental instrument which may be agreed to by the
          Corporation, and to authorize the Subscription Receipt Trustee to
          concur in and execute any ancillary or supplemental agreement
          embodying the change or omission;

     (h)  to assent to any modification of the articles of the Corporation in
          circumstances where, had the ACOR Shares issuable pursuant to the
          Subscription Receipts then been outstanding, an extraordinary
          resolution of the holders of ACOR Shares would have been required;

     (i)  with the consent of the Corporation (such consent not to be
          unreasonably withheld), to remove the Subscription Receipt Trustee or
          its successors in office and to appoint a replacement; and

                                       25
<PAGE>



     (j)  to assent to any compromise or arrangement with any creditor or
          creditors or any class or classes of creditors, whether secured or
          otherwise and with holders of any shares or other securities of the
          Corporation.

8.12 MEANING OF EXTRAORDINARY RESOLUTION

     (a)  The expression "EXTRAORDINARY RESOLUTION" when used in this Agreement
          means, subject as hereinafter in this Article provided, a resolution
          proposed to be passed as an Extraordinary Resolution at a meeting of
          Receiptholders (including an adjourned meeting) duly convened for the
          purpose and held in accordance with the provisions of this Article at
          which the holders of not less than 25% of the Subscription Receipts
          then outstanding are present in person or by proxy and passed by the
          favorable votes of the holders of not less than 66 2/3% of the
          Subscription Receipts represented at the meeting and voted on a poll
          upon such resolution.

     (b)  If, at any such meeting, the holders of not less than 25% of the
          Subscription Receipts outstanding are not present in person or by
          proxy within 30 minutes after the time appointed for the meeting, then
          the meeting, if convened by or on the requisition of Receiptholders,
          is dissolved; but in any other case, the meeting stands adjourned to
          such date, being not less than 14 nor more than 30 days later, and to
          such place and time as may be appointed by the chair. Not less than
          seven days' notice is to be given of the time and place of such
          adjourned meeting in the manner provided in Section 11.1. To be valid
          for the purposes hereof, such notice must state that at the adjourned
          meeting the Receiptholders present in person or by proxy will
          constitute a quorum. At the adjourned meeting, the Receiptholders
          present in person or by proxy will form a quorum and may transact the
          business for which the meeting was originally convened and a
          resolution proposed at such adjourned meeting and passed by the
          requisite vote as provided in Subsection (a) of this Section is an
          Extraordinary Resolution within the meaning and for the purposes of
          this Agreement, notwithstanding that the holders of less than 25% of
          the Subscription Receipts then outstanding is not present in person or
          by proxy at such adjourned meeting.

     (c)  To be valid for the purposes hereof, such votes on an Extraordinary
          Resolution must always be given on a poll and no demand for a poll on
          an Extraordinary Resolution is necessary.

8.13 POWERS CUMULATIVE

     It is hereby declared and agreed that any one or more of the powers in this
Agreement stated to be exercisable by the Receiptholders by Extraordinary
Resolution or otherwise may be exercised from time to time and the exercise of
any one or more of such powers from time to time does not and is not to be
deemed to exhaust the rights of the Receiptholders to exercise the same or any
other such power or powers thereafter from time to time.

                                       26
<PAGE>



8.14 MINUTES

     Minutes of all resolutions and proceedings at every meeting as aforesaid
are to be made and duly entered in books to be from time to time provided for
that purpose by the Subscription Receipt Trustee at the expense of the
Corporation, and any such minutes as aforesaid, if signed by the chair of the
meeting at which such resolutions were passed or proceedings had, or by the
chair of the next succeeding meeting of the Receiptholders, are 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 have been made, is
deemed to have been duly held and convened, and all resolutions passed thereat
or proceedings taken thereat to have been duly passed and taken.

8.15 INSTRUMENTS IN WRITING

     All actions which may be taken and all powers that may be exercised by the
Receiptholders at a meeting held as hereinbefore in this Article provided may
also be taken and exercised by the holders of 66 2/3% of the outstanding
Subscription Receipts, by an instrument in writing signed in one or more
counterparts and the expression "Extraordinary Resolution" when used in this
Agreement include an instrument so signed.

8.16 BINDING EFFECT OF RESOLUTIONS

     Every resolution and every Extraordinary Resolution passed in accordance
with the provisions of this Article at a meeting of Receiptholders is binding
upon all the Receiptholders, whether present at or absent from such meeting, and
every instrument in writing signed by Receiptholders in accordance with Section
8.15 is binding upon all the Receiptholders, whether signatories thereto or not,
and each and every Receiptholder and the Subscription Receipt Trustee is bound
to give effect accordingly to every such resolution, Extraordinary Resolution
and instrument in writing.

8.17 EVIDENCE OF RIGHTS OF RECEIPTHOLDERS

     Any request, direction, notice, consent or other instrument which this
Agreement may require or permit to be signed or executed by the Receiptholders,
including a Receiptholders' Request, may be in any number of concurrent
instruments of similar tenor and may be signed or executed by such
Receiptholders in person or by attorney duly appointed in writing. Proof of the
execution of any such request or other instrument or of a writing appointing any
such attorney or (subject to the provisions of this Article with regard to
voting at meetings of Receiptholders) of the holding by any person of
Subscription Receipts is sufficient for any purpose of this Agreement if made in
the following manner, namely, the fact and date of execution by any person of
such request or other instrument or writing may be proved by the certificate of
any notary public, or other officer authorized to take acknowledgements of deeds
to be recorded at the place where such certificate is made, that the person
signing such request or other instrument in writing acknowledged to him the
execution thereof, or by an affidavit of a witness of such execution or in any
other manner which the Subscription Receipt Trustee may consider adequate.

                                       27
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8.18 HOLDINGS BY CORPORATION DISREGARDED

     In determining whether Receiptholders holding the required number of
Subscription Receipts are present at a meeting of Receiptholders for the purpose
of determining a quorum or have concurred in any consent, waiver, extraordinary
resolution, Receiptholders' Request or other action under this Agreement,
Subscription Receipts owned legally or beneficially by the Corporation or any
affiliate of the Corporation are to be disregarded in accordance with the
provisions of Section 11.6.

                                   ARTICLE 9
                            SUPPLEMENTAL AGREEMENTS

9.1      PROVISION FOR SUPPLEMENTAL AGREEMENTS FOR CERTAIN PURPOSES

     From time to time the Corporation and the Subscription Receipt Trustee may,
subject to the provisions hereof and receipt of the approval of the OTCBB, if
applicable, and they will, when so directed in accordance with the provisions
hereof, execute and deliver by their proper officers or proper authorized
persons, agreements supplemental hereto, which thereafter form part hereof, for
any one or more or all of the following purposes:

     (a)  adding to the provisions hereof such additional covenants and
          enforcement provisions as, in the opinion of Counsel, are necessary or
          advisable in the premises, provided that the same are not in the
          opinion of the Subscription Receipt Trustee (based on the opinion of
          Counsel) prejudicial to the interests of the Receiptholders;

     (b)  giving effect to any Extraordinary Resolution passed as provided in
          Article 8;

     (c)  making such provisions not inconsistent with this Agreement as may be
          necessary or desirable with respect to matters or questions arising
          hereunder, provided that such provisions are not, in the opinion of
          the Subscription Receipt Trustee (based on the opinion of Counsel),
          prejudicial to the interests of the Receiptholders;

     (d)  adding to or altering the provisions hereof in respect of the transfer
          of Subscription Receipts, making provision for the exchange of
          Subscription Receipt Certificates, and making any modification in the
          form of the Subscription Receipt Certificates which does not affect
          the substance thereof;

     (e)  modifying any of the provisions of this Agreement, including relieving
          the Corporation from any of the obligations, conditions or
          restrictions herein contained, provided that such modification or
          relief is or becomes operative or effective only if, in the opinion of
          the Subscription Receipt Trustee (based on the opinion of Counsel),
          such modification or relief in no way prejudices any of the rights of
          the Receiptholders or the Subscription Receipt Trustee, and provided
          further that the Subscription Receipt Trustee may in its sole
          discretion decline to enter into any such supplemental agreement which
          in its opinion may not afford adequate protection to the Subscription
          Receipt Trustee when the same becomes operative or effective; and

                                       28
<PAGE>



     (f)  for any other purpose not inconsistent with the terms of this
          Agreement, including the correction or rectification of any
          ambiguities, defective or inconsistent provisions, errors, mistakes or
          omissions herein, provided that in the opinion of the Subscription
          Receipt Trustee (based on the opinion of Counsel), the rights of the
          Subscription Receipt Trustee and of the Receiptholders are in no way
          prejudiced thereby.

                                   ARTICLE 10
                  CONCERNING THE SUBSCRIPTION RECEIPT TRUSTEE


10.1 APPLICABLE LEGISLATION

     (a)  In regard to the Subscription Receipt Trustee, if and to the extent
          that any provision of this Agreement limits, qualifies or conflicts
          with a mandatory requirement of Applicable Legislation, such mandatory
          requirement prevails.

     (b)  The Corporation and the Subscription Receipt Trustee agree that each
          will, at all times in relation to this Agreement and any action to be
          taken hereunder, observe and comply with and is entitled to the
          benefits of Applicable Legislation.

10.2 RIGHTS AND DUTIES OF SUBSCRIPTION RECEIPT TRUSTEE

     (a)  In the exercise of the rights and duties prescribed or conferred by
          the terms of this Agreement, the Subscription Receipt Trustee will
          exercise that degree of care, diligence and skill that a reasonably
          prudent Subscription Receipt Trustee or trustee, as applicable, would
          exercise in comparable circumstances. No provision of this Agreement
          is to be construed to relieve the Subscription Receipt Trustee from
          liability for its own grossly negligent action, its own grossly
          negligent failure to act, or its own willful misconduct or fraud.

     (b)  The obligation of the Subscription Receipt Trustee to commence or
          continue any act, action or proceeding for the purpose of enforcing
          any rights of the Subscription Receipt Trustee or the Receiptholders
          hereunder is conditional upon the Receiptholders furnishing, when
          required by notice from the Subscription Receipt Trustee, sufficient
          funds to commence or to continue such act, action or proceeding and an
          indemnity reasonably satisfactory to the Subscription Receipt Trustee
          to protect and to hold harmless the Subscription Receipt Trustee
          against the costs, charges and expenses and liabilities to be incurred
          thereby and any loss and damage it may suffer by reason thereof. None
          of the provisions contained in this Agreement require the Subscription
          Receipt Trustee to expend or to risk its own funds or otherwise to
          incur financial liability in the performance of any of its duties or
          in the exercise of any of its rights or powers unless funded and
          indemnified as aforesaid.

                                       29
<PAGE>



     (c)  The Subscription Receipt Trustee may, before commencing any action or
          proceeding, or at any time during the continuance of any such action
          or proceeding, require the Receiptholders at whose instance it is
          acting to deposit with the Subscription Receipt Trustee the
          Subscription Receipts held by them, for which Subscription Receipts
          the Subscription Receipt Trustee will issue receipts.

     (d)  Every provision of this Agreement that by its terms relieves the
          Subscription Receipt Trustee of liability or entitles it to act and
          rely upon any evidence submitted to it is subject to the provisions of
          Applicable Legislation, of this Section 10.2 and of Section 10.3.

10.3 EVIDENCE, EXPERTS AND ADVISORS

     (a)  In addition to the reports, certificates, opinions and other evidence
          required by this Agreement, the Corporation will furnish to the
          Subscription Receipt Trustee such additional evidence of compliance
          with any provision hereof, and in such form, as may be prescribed by
          Applicable Legislation or as the Subscription Receipt Trustee may
          reasonably require by written notice to the Corporation.

     (b)  In the exercise of its rights and duties hereunder, the Subscription
          Receipt Trustee may, if it is acting in good faith, act and rely as to
          the truth of the statements and the accuracy of the opinions expressed
          in statutory declarations, opinions, reports, written requests,
          consents, or orders of the Corporation, certificates of the
          Corporation, or other evidence furnished to the Subscription Receipt
          Trustee pursuant to any provision hereof or of Applicable Legislation
          or pursuant to a request of the Subscription Receipt Trustee, provided
          that such evidence complies with Applicable Legislation and that the
          Subscription Receipt Trustee complies with Applicable Legislation and
          that the Subscription Receipt Trustee examines the same and determines
          that such evidence complies with the applicable requirements of this
          Agreement.

     (c)  Whenever it is provided in this Agreement or under Applicable
          Legislation that the Corporation will deposit with the Subscription
          Receipt Trustee resolutions, certificates, reports, opinions,
          requests, orders or other documents, it is intended that the truth,
          accuracy and good faith on the effective date thereof and the facts
          and opinions stated in all such documents so deposited will, in each
          and every such case, be conditions precedent to the right of the
          Corporation to have the Subscription Receipt Trustee take the action
          to be based thereon.

     (d)  The Subscription Receipt Trustee may employ or retain such Counsel,
          accountants, appraisers or other experts or advisors as it may
          reasonably require for the purpose of determining and discharging its
          duties hereunder and may pay reasonable remuneration for all services
          so performed by any of them, without taxation of costs of any Counsel,
          and the Subscription Receipt Trustee is not responsible for any
          misconduct or negligence on the part of any such experts or advisors
          who have been appointed with due care by the Subscription Receipt
          Trustee.

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<PAGE>



10.4 DOCUMENTS, MONIES, ETC. HELD BY SUBSCRIPTION RECEIPT TRUSTEE

     Subject to Section 5.1, any securities, documents of title or other
instruments that may at any time be held by the Subscription Receipt Trustee or
Torys pursuant to this Agreement may be placed in the deposit vaults of any
Canadian chartered bank or deposited for safekeeping with any such bank. Unless
herein otherwise expressly provided, any monies so held pending the application
or withdrawal thereof under any provisions of this Agreement may be deposited in
the name of the Subscription Receipt Trustee or Torys in any Canadian chartered
bank at the rate of interest (if any) then current on similar deposits or, with
the consent of the Corporation, may be:

     (a)  deposited in the deposit department of the Subscription Receipt
          Trustee or any other loan or trust company authorized to accept
          deposits under the laws of Canada or a province thereof; or

     (b)  invested in securities issued or guaranteed by the Government of
          Canada or a province thereof or in obligations maturing not more than
          30 days from the date of investment, of any Canadian chartered bank or
          loan or trust company. The maturity period of any such investment is
          to be selected to facilitate any payments expected to be made under
          this Agreement. All interest received by the Subscription Receipt
          Trustee or Torys in respect of such deposits and investments belong to
          the Receiptholders.

10.5 ACTIONS BY SUBSCRIPTION RECEIPT TRUSTEE TO PROTECT INTEREST

     The Subscription Receipt Trustee has power to institute and to maintain
such actions and proceedings as it may consider necessary or expedient to
preserve, protect or enforce its interests and the interests of the
Receiptholders.

10.6 SUBSCRIPTION RECEIPT TRUSTEE NOT REQUIRED TO GIVE SECURITY

     The Subscription Receipt Trustee is not required to give any bond or
security in respect of the execution of this Agreement or otherwise in respect
of the premises.

10.7 PROTECTION OF SUBSCRIPTION RECEIPT TRUSTEE

     By way of supplement to the provisions of any law for the time being
relating to the Subscription Receipt Trustee or trustees, it is expressly
declared and agreed as follows:

     (a)  the Subscription Receipt Trustee is not liable for or by reason of any
          statements of fact or recitals in this Agreement or in the
          Subscription Receipt Certificates (except the representation contained
          in Section 10.9 or in the certificate of the Subscription Receipt
          Trustee on the Subscription Receipt Certificates) or required to
          verify the same, but all such statements or recitals are and are
          deemed to be made by the Corporation;

                                       31
<PAGE>



     (b)  nothing herein contained imposes any obligation on the Subscription
          Receipt Trustee to see to or to require evidence of the registration
          or filing (or renewal thereof) of this Agreement or any instrument
          ancillary or supplemental hereto;

     (c)  the Subscription Receipt Trustee is not bound to give notice to any
          person or persons of the execution hereof;

     (d)  the Subscription Receipt Trustee will not incur any liability or
          responsibility whatever or be in any way responsible for the
          consequence of any breach on the part of the Corporation of any of the
          covenants herein contained or of any acts of any directors, officers,
          employees, agents or servants of the Corporation; and

     (e)  the Corporation agrees to indemnify and save harmless the Subscription
          Receipt Trustee and its directors, officers, employees, shareholders
          and agents from and against any and all liabilities, losses, costs,
          claims, actions, or demands whatsoever which may be brought against
          the Subscription Receipt Trustee or which it may suffer or incur as a
          result of or arising out of the performance of its duties and
          obligations under this Agreement, save only in the event of the
          grossly negligent failure to act, or the willful misconduct or fraud
          of the Subscription Receipt Trustee. It is understood and agreed that
          this indemnification survives the termination or discharge of this
          Agreement or the resignation of the Subscription Receipt Trustee.

10.8 REPLACEMENT OF SUBSCRIPTION RECEIPT TRUSTEE; SUCCESSOR BY MERGER

     (a)  The Subscription Receipt Trustee may resign its appointment and be
          discharged from all other duties and liabilities hereunder, subject to
          this Section 10.8, by giving to the Corporation not less than 60 days'
          prior notice in writing or such shorter prior notice as the
          Corporation may accept as sufficient. The Receiptholders by
          Extraordinary Resolution have power at any time to remove the existing
          Subscription Receipt Trustee, acceptable to the Corporation, acting
          reasonably, and to appoint a new Subscription Receipt Trustee. If the
          Subscription Receipt Trustee resigns or is removed as aforesaid or is
          dissolved, becomes bankrupt, goes into liquidation or otherwise
          becomes incapable of acting hereunder, the Corporation will forthwith
          appoint a new Subscription Receipt Trustee, unless a new Subscription
          Receipt Trustee has already been appointed by the Receiptholders;
          failing such appointment by the Corporation, the retiring Subscription
          Receipt Trustee or any Receiptholder may apply to a justice of the
          Alberta Court of Queen's Bench on such notice as such justice may
          direct, for the appointment of a new Subscription Receipt Trustee at
          the Corporation's expense; but any new Subscription Receipt Trustee so
          appointed by the Corporation or by the Court is subject to removal as
          aforesaid by the Receiptholders. Any new Subscription Receipt Trustee
          appointed under any provision of this Section 10.8 is to be a
          corporation authorized to carry on the business of a trust company in
          the Province of Alberta and, if required by Applicable Legislation for
          any other provinces, in such other provinces. On any such appointment


                                       32
<PAGE>


          the new Subscription Receipt Trustee is vested with the same powers,
          rights, duties and responsibilities as if it had been originally named
          herein as Subscription Receipt Trustee. At the request of the
          Corporation or the new Subscription Receipt Trustee, the retiring
          Subscription Receipt Trustee, upon payment of the amounts, if any, due
          to it pursuant to Section 6.3, shall duly assign, transfer and deliver
          to the Subscription Receipt Trustee all property and money held and
          all records kept by the retiring Subscription Receipt Trustee
          hereunder or in connection herewith.

     (b)  Upon the appointment of a successor Subscription Receipt Trustee, the
          Corporation will promptly notify the Receiptholders thereof in the
          manner provided for in Article 11.

     (c)  Any corporation into or with which the Subscription Receipt Trustee
          may be merged or consolidated or amalgamated, or any corporation
          resulting therefrom to which the Subscription Receipt Trustee is a
          party, or any corporation succeeding to the corporate trust business
          of the Subscription Receipt Trustee will be the successor to the
          Subscription Receipt Trustee hereunder without any further act on its
          part or any of the parties hereto, provided that such corporation
          would be eligible for appointment as a successor Subscription Receipt
          Trustee under Subsection 10.8(a).

     (d)  Any Subscription Receipt Certificates certified but not delivered by a
          predecessor Subscription Receipt Trustee may be certified by the
          successor Subscription Receipt Trustee in the name of the predecessor
          or successor Subscription Receipt Trustee.

10.9 CONFLICT OF INTEREST

     (a)  The Subscription Receipt Trustee represents to the Corporation that at
          the time of execution and delivery hereof no material conflict of
          interest exists between its respective role as the Subscription
          Receipt Trustee hereunder and its role in any other capacity and
          agrees that in the event of a material conflict of interest arising
          hereafter it will, within 30 days after ascertaining that it has such
          material conflict of interest, either eliminate the same or assign its
          appointment as Subscription Receipt Trustee hereunder to a successor
          Subscription Receipt Trustee approved by the Corporation and meeting
          the requirements set forth in Subsection 10.8(a). Notwithstanding the
          foregoing provisions of this Subsection 10.9(a), if any such material
          conflict of interest exists the validity and enforceability of this
          Agreement and the Subscription Receipt Certificates are not affected
          in any manner whatsoever by reason thereof.

     (b)  Subject to Subsection 10.9(a), the Subscription Receipt Trustee in its
          personal or any other capacity, may buy, lend upon and deal in
          securities of the Corporation and generally may contract and enter
          into financial transactions with the Corporation or any Subsidiary of
          the Corporation without being liable to account for any profit made
          thereby.

                                       33
<PAGE>



10.10 ACCEPTANCE OF APPOINTMENTS

     The Subscription Receipt Trustee hereby accepts the appointment as
Subscription Receipt Trustee in this Agreement and agrees to perform its duties
hereunder upon the terms and conditions herein set forth. The Subscription
Receipt Trustee hereby accepts the appointment as registrar and transfer agent
of the Subscription Receipts and agrees to perform its duties hereunder upon the
terms and conditions herein set forth.

10.11 SUBSCRIPTION RECEIPT TRUSTEE NOT TO BE APPOINTED RECEIVER

     The Subscription Receipt Trustee and any person related to the Subscription
Receipt Trustee is not to be appointed a receiver, a receiver and manager or
liquidator of all or any part of the assets or undertaking of the Corporation or
any affiliate of the Corporation.

10.12 NOT BOUND TO ACT

     The Subscription Receipt Trustee shall retain the right not to act and
shall not be liable for refusing to act if, due to a lack of information or for
any other reason whatsoever, the Subscription Receipt Trustee, in its sole
judgment, determines that such act might cause it to be in non-compliance with
any applicable anti-money laundering or anti-terrorist legislation, regulation
or guideline. Should the Subscription Receipt Trustee, in its sole discretion,
determine at any time that its acting under this Agreement has resulted in its
being in non-compliance with any applicable anti-money laundering or
anti-terrorist legislation, regulation or guideline, then it shall have the
right to resign on 10 days written notice to the other parties to this
Agreement, provided that (i) the Subscription Receipt Trustee's written notice
shall describe the circumstances of such non-compliance; and (ii) if such
circumstances are rectified to the Subscription Receipt Trustee's satisfaction
within such 10 day period, then such resignation shall not be effective.

10.13 THIRD PARTY INTEREST

     Each party to this Agreement hereby represents to the Subscription Receipt
Trustee that any account to be opened by, or interest to be held by, the
Subscription Receipt Trustee in connection with this Agreement, for or to the
credit of such party, either (i) is not intended to be used by or on behalf of
any third party; or (ii) is intended to be used by or on behalf of a third
party, in which case the Corporation hereto agrees to complete and execute
forthwith a declaration in the Subscription Receipt Trustee's prescribed form as
to the particulars of the third party.

10.14 PRIVACY

     The parties acknowledge that federal and/or provincial legislation that
addresses the protection of individuals' personal information (collectively,
"PRIVACY LAWS") applies to obligations and activities under this Agreement.
Despite any other provision of this Agreement, neither party shall take or
direct any action that would contravene, or cause the other to contravene,
applicable Privacy Laws. The Corporation shall, prior to transferring or causing
to be transferred personal information to the Subscription Receipt Trustee,
obtain and retain required consents of the relevant individuals to the
collection, use and disclosure of their personal information, or shall have
determined that such consents either have previously been given upon which the
parties can rely or are not required under the Privacy Laws. The Subscription

                                       34
<PAGE>


Receipt Trustee shall use commercially reasonable efforts to ensure that its
services hereunder comply with Privacy Laws. Specifically, the Subscription
Receipt Trustee agrees: (a) to have a designated chief privacy officer; (b) to
maintain policies and procedures to protect personal information and to receive
and respond to any privacy complaint or inquiry; (c) to use personal information
solely for the purposes of providing its services under or ancillary to this
Agreement and not to use it for any other purpose except with the consent of or
direction from the Corporation or the individual involved; (d) not to sell or
otherwise improperly disclose personal information to any third party; and (e)
to employ administrative, physical and technological safeguards to reasonably
secure and protect personal information against loss, theft, or unauthorized
access, use or modification.

                                   ARTICLE 11
                                    GENERAL

11.1 NOTICE TO THE CORPORATION AND THE SUBSCRIPTION RECEIPT TRUSTEE

     (a)  Any notice required or permitted to be given hereunder shall be in
          writing and shall be effectively given if (i) delivered personally,
          (ii) sent prepaid courier service or mail, or (iii) sent prepaid by
          facsimile transmission or other similar means of electronic
          communication (confirmed on the same or following day by prepaid mail)
          addressed as follows:

          (i)  in the case of notice to ACOR:

                          Australian-Canadian Oil Royalties Ltd.
                          1301 Avenue M
                          Cisco, Texas 76437
                          Attention: Robert Kamon
                          Telephone: (254) 442-2638
                          Facsimile: (254) 442-3843
                          Email: acor@classicnet.net


          (ii) in the case of notice to Olympia:

                          Olympia Trust Company
                          2300, 125- 9th Avenue S.E.
                          Calgary, Alberta  T2G 0P6
                          Attention: Manager, Client Services
                          Telephone: (403) 261-0900
                          Facsimile: (403) 265-1455
                          Email: cssinquiries@olympiatrust.com

                                       35
<PAGE>



          (iii) in the case of notice to Torys:

                          Torys LLP
                          Suite 800, 400-3rd Avenue S.W.
                          Calgary, Alberta  T2P 4H2
                          Attention: Janan Paskaran
                          Telephone: (403) 776-3728
                          Facsimile: (403) 776-3800
                          Email: jpaskaran@torys.com

     (b)  Any notice, designation, communication, request, demand or other
          document given or sent or delivered as aforesaid shall:

          (i)  if delivered as aforesaid, be deemed to have been given, sent,
               delivered and received on the date of delivery;

          (ii) if sent by mail as aforesaid, be deemed to have been given, sent,
               delivered and received (but not actually received) on the fourth
               Business Day following the date of mailing, unless at any time
               between the date of mailing and the fourth Business Day
               thereafter there is a discontinuance or interruption of regular
               postal service, whether due to strike or lockout or work
               slowdown, affecting postal service at the point of dispatch or
               delivery or any intermediate point, in which case the same shall
               be deemed to have been given, sent, delivered and received in the
               ordinary course of the mail, allowing for such discontinuance or
               interruption of regular postal service; and

          (iii) if sent by facsimile machine, be deemed to have been given,
               sent, delivered and received on the date the sender receives the
               facsimile machine answer back confirming receipt by the
               recipient.

11.2 WAIVER

     Any Party hereto which is entitled to the benefits of this Agreement may,
and has the right to, unless otherwise provided, waive any term or condition
hereof at any time on or prior to the Closing Date, provided however that such
waiver shall be evidenced by written instrument duly executed on behalf of such
Party.

11.3 EVIDENCE OF OWNERSHIP

     (a)  Upon receipt of a certificate of any bank, trust company or other
          depositary satisfactory to the Subscription Receipt Trustee stating
          that the Subscription Receipts have been deposited by a named person
          with such bank, trust company or other depositary and are to remain so
          deposited until the expiry of the period specified therein, the
          Corporation and the Subscription Receipts Trustee may treat the person
          so named as the holder, and such certificate as sufficient evidence of
          the ownership by such person of such Subscription Receipt during such
          period, for the purpose of any requisition, direction, consent,
          instrument or other document to be made, signed or given by the holder
          of the Subscription Receipt so deposited; and

                                       36
<PAGE>



     (b)  The Corporation and the Subscription Receipt Trustee may accept as
          sufficient evidence of the fact and date of the signing of any
          requisition, direction, consent, instrument or other document by any
          person: (i) the signature of any officer of any bank, trust company,
          or other depositary satisfactory to the Subscription Receipt Trustee
          as witness of such execution; (ii) the certificate of any notary
          public or other officer authorized to take acknowledgements of deeds
          to be recorded at the place where such certificate is made that the
          person signing acknowledged to him the execution thereof; or (iii) a
          statutory declaration of a witness of such execution.

11.4 SATISFACTION AND DISCHARGE OF AGREEMENT

     Upon the earlier of:

     (a)  the payment and delivery of all certificates, book-entry only customer
          confirmations, documents and moneys required to satisfy the Issuance
          Right; or

      (b) the payent of all monies required to satisfy the Refund Right,

this Agreement terminates and ceases to be of further effect and the
Subscription Receipt Trustee, on demand of and at the cost and expense of the
Corporation and upon delivery to the Subscription Receipt Trustee of a
certificate of the Corporation stating that all conditions precedent to the
satisfaction and discharge of this Agreement have been complied with, will
execute proper instruments acknowledging satisfaction of and discharging this
Agreement. Notwithstanding the foregoing, the indemnities provided to the
Subscription Receipt Trustee by the Corporation hereunder, and the Corporation
to the Receiptholders hereunder, respectively, remain in full force and effect
and survive the termination of this Agreement.

11.5       PROVISIONS  OF  AGREEMENT  AND  SUBSCRIPTION  RECEIPTS  FOR  THE SOLE
           BENEFIT OF PARTIES AND RECEIPTHOLDERS

     Nothing in this Agreement or in the Subscription Receipt Certificates,
expressed or implied, gives or is to be construed as giving to any person other
than the parties hereto, the Receiptholders and the transferees of Subscription
Receipts as contemplated in Article 2, as the case may be, any legal or
equitable right, remedy or claim under this Agreement, or under any covenant or
provision herein or therein contained, all such covenants and provisions being
for the sole benefit of the parties hereto, the Receiptholders and such
transferees.

11.6       SUBSCRIPTION  RECEIPTS OWNED BY THE CORPORATION OR ITS SUBSIDIARIES -
           CERTIFICATE TO BE PROVIDED

     For the purpose of disregarding any Subscription Receipts owned legally or
beneficially by the Corporation or any Subsidiary of the Corporation in Section
8.18, the Corporation will provide to the Subscription Receipt Trustee, from
time to time, a certificate of the Corporation setting forth as at the date of
such certificate the number of Subscription Receipts owned legally or
beneficially by the Corporation or any Subsidiary of the Corporation, and the
Subscription Receipt Trustee, in making the computations in Section 8.18, is
entitled to rely on such certificate without requiring further evidence thereof.

                                       37
<PAGE>



11.7 LANGUAGE

     The parties hereto have requested that this document be drafted in the
English language. Les parties ont demande que le present document soit redige en
langue anglaise. 11.8 EFFECT OF EXECUTION

     Notwithstanding any provision of this Agreement, should any Subscription
Receipt Certificates be issued and certified in accordance with the terms hereof
prior to the actual time of execution of this Agreement by the Corporation,
Acumen and the Subscription Receipt Trustee, any such Subscription Receipt
Certificates are void and of no value and effect until such actual execution of
this Agreement.

11.9 TIME OF ESSENCE

     Time is and will remain of the essence of this Agreement and for the
Subscription Receipts.

11.10 COUNTERPARTS

      This  Agreement  may  be  executed  and delivered in counterparts, each of
which  when  so  executed  and  delivered  is  deemed to be an original and such
counterparts   together   constitute   one   and   the   same   instrument  and,
notwithstanding  their  date  of  execution,  such counterparts are deemed to be
dated as of the date hereof.







                            [SIGNATURE PAGE FOLLOWS]



                                       38
<PAGE>




     IN WITNESS WHEREOF the parties hereto have executed this Agreement under
the hands of their proper officers in that behalf.

                             AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.
                             By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                             OLYMPIA TRUST COMPANY


                             By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                             By:
                                    --------------------------------------------
                                    Name:
                                    Title:





                             TORYS LLP
                             By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                                       39
<PAGE>


This is Schedule A to a Subscription Receipt Agreement made as of January 20,
2012 between Australian-Canadian Oil Royalties Ltd., Olympia Trust Company, as
Subscription Receipt Trustee, and Torys LLP.

                    FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE
LATER OF (I)JANUARY 20, 2012; AND (II) THE DATE THE ISSUER BECAME A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY.

[IF A U.S. LEGEND IS REQUIRED BY SECTION 2.2(B) OF THE AGREEMENT:


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY
STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES
FOR THE BENEFIT OF AUSTRALIAN-CANADIAN OIL ROYALTIES LTD. THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
AUSTRALIAN-CANADIAN OIL ROYALTIES LTD., (B) OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (C) IN ACCORDANCE WITH
RULE 144A UNDER THE SECURITIES ACT, OR (D) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAWS AFTER, IN THE CASE OF TRANSFERS UNDER CLAUSE
(D), THE HOLDER HAS FURNISHED TO AUSTRALIAN-CANADIAN OIL ROYALTIES LTD. AN
OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY
SATISFACTORY TO AUSTRALIAN-CANADIAN OIL ROYALTIES LTD. TO SUCH EFFECT.]

                             SUBSCRIPTION RECEIPTS

                     AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.
  (A CORPORATION EXISTING UNDER THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA)

Number: [ ]                                            [ ] Subscription Receipts

THIS CERTIFIES THAT

                                      [ ]

(the "HOLDER") is the registered holder of _____________________________________
Subscription Receipts issued by Australian-Canadian Oil Royalties Ltd.
(the "CORPORATION").

The Subscription Receipts represented by this Subscription Receipt certificate
("CERTIFICATE") are issued pursuant to a Subscription Receipt Agreement
("AGREEMENT") dated January 20, 2012 between the Corporation, Olympia Trust
Company (the "SUBSCRIPTION RECEIPT TRUSTEE") and Torys LLP. Capitalized terms
not defined herein have the meaning ascribed to them in the Agreement.

                                       40
<PAGE>



Each Subscription Receipt entitles the holder:

     (a)  to receive, for no additional consideration and without further action
          by the holder, one common share of the Corporation (an "ACOR SHARE"),
          provided the Escrow Release Conditions are satisfied and the Closing
          Notice and Irrevocable Direction are delivered to the Subscription
          Receipt Trustee and the transfer agent of the Corporation at or before
          the Termination Time; or

     (b)  to be reimbursed the Issue Price together with any interest accrued or
          earned thereon, if a Termination Event occurs.

     THE SUBSCRIPTION RECEIPTS REPRESENTED HEREBY ARE ISSUED UNDER AND PURSUANT
TO THE AGREEMENT. Reference is hereby made to the Agreement and any and all
other instruments supplemental or ancillary thereto for a full description of
the rights of the holders of the Subscription Receipts and the terms and
conditions upon which such Subscription Receipts are, or are to be, issued and
held, all to the same effect as if the provisions of the Agreement and all
instruments supplemental or ancillary thereto were herein set forth, and to all
of which provisions the holder of these Subscription Receipts by acceptance
hereof assents. In the event of a conflict or inconsistency between the terms of
the Agreement and this Certificate, the terms of the Agreement prevail.

     The holder is entitled to obtain a copy of the Agreement from the
Subscription Receipt Trustee upon making a written request for such Agreement.

     The holding of the Subscription Receipts evidenced by this Certificate does
not constitute the holder hereof a holder of ACOR Shares or entitle such holder
to any right or interest in respect thereof except as herein and in the
Agreement expressly provided.

     The Agreement contains provisions making binding upon all holders of
Subscription Receipts outstanding thereunder resolutions passed at meetings of
such holders held in accordance with such provisions and by instruments in
writing signed by the holders of a specified majority of the outstanding
Subscription Receipts.

     The Subscription Receipts evidenced by this Certificate may be transferred
on the Register kept at the offices of the Subscription Receipt Trustee by the
registered holder hereof or his legal representatives or his attorney duly
appointed by an instrument in writing in form and execution satisfactory to the
Subscription Receipt Trustee, only upon payment of the charges provided for in
the Agreement and upon compliance with such reasonable requirements as the
Subscription Receipt Trustee may prescribe. The transfer Register will be closed
at 5:00 p.m. (Calgary time) at the Designated Office, on the earlier to occur of
the Exchange Date and the Termination Date (subject to settlement).

     This Certificate is not valid for any purpose whatever unless and until it
has been countersigned by or on behalf of the Subscription Receipt Trustee.

     Time is of the essence hereof. This Certificate is governed by the laws of
Alberta and the laws of Canada applicable therein.




                                       41
<PAGE>




     IN WITNESS WHEREOF each of the Corporation and the Subscription Receipt
Trustee has caused this Certificate to be signed by a duly authorized
representative as of January 20, 2012.

                            AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.
                            By:
                                   --------------------------------------------
                                   Name:
                                   Title:
Countersigned by
                            OLYMPIA TRUST COMPANY, in its capacity as
                            Subscription Receipt Trustee
                            By:
                                   --------------------------------------------
                                   Name:
                                   Title:





                                       42
<PAGE>



                                 TRANSFER FORM
  FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

______________________________________________________________________________
NAME and ADDRESS in full (please print)

________________________________________Subscription Receipts  of
AUSTRALIAN-CANADIAN OIL  ROYALTIES LTD. represented by this Certificate and
irrevocably constitutes and appoints as the attorney of  the undersigned to

_______________________________________________________________________________
transfer such securities on  the register of transfers with full power of
substitution.

In the event the Issuance Rights relating to the Subscription Receipts are
deemed to have been exercised to receive ACOR Shares or the holder is entitled
to the Refund Right as described in this Certificate, this transfer form is
effective to transfer the holder's right, title and entitlement in and to the
ACOR Shares issued upon the deemed exercise of the Issuance Rights or the monies
payable as a Refund Right, as the case may be.


Dated                                      , 201[ ]
     --------------------------------------

_______________________________________________________________________________
Signature of Transferor

_______________________________________________________________________________
Signature of Guarantee

NOTE:     Subject to applicable law, the securities may be required to contain a
          legend which restricts trading in such securities. The signature to
          any endorsement hereof must correspond with the name as written upon
          the face of this Certificate in every particular without alteration or
          any change whatsoever. All endorsements or assignments of this
          Certificate must be endorsed by the registered holder thereof or be
          accompanied by a share transfer power of attorney duly and properly
          completed by the registered holder, with the signature guaranteed in
          either case by a Canadian Schedule 1 chartered bank, a major trust
          company in Canada, a member of the Securities Transfer Agents
          Medallion Program (STAMP), a member of the Stock Exchange Medallion
          Program (SEMP) or a member of the New York Stock Exchange Inc.
          Medallion Signature Program (MSP). The signature of the registered
          holder must correspond in every respect with the name of the
          registered holder appearing on the face of the share certificate(s).

CONDITION
          Where this Transfer Form is being executed by an agent, executor,
          administrator, trustee, guardian, curator, attorney, officer of a
          corporation or other person, or any person acting in a fiduciary or
          representative capacity, this Transfer Form must be accompanied by
          satisfactory evidence of the representative's authority to act
          satisfactory to the Subscription Receipt Trustee and the Corporation.


                                       43
<PAGE>



This is Schedule B to a Subscription Receipt Agreement made as of January 20,
2012 between Australian-Canadian Oil Royalties Ltd., Olympia Trust Company, as
Subscription Receipt Trustee, and Torys LLP.

                             IRREVOCABLE DIRECTION

TO:  Olympia Trust Company (the "SUBSCRIPTION RECEIPT TRUSTEE"), as Subscription
             Receipt Trustee under the Agreement (defined below);

AND  TO: Australian-Canadian Oil Royalties Ltd. (the "CORPORATION") as registrar
             and  transfer  agent  for  the  Common Shares in the capital of the
             Corporation

      This  Irrevocable Direction is being provided pursuant to the Subscription
      Receipt  Agreement  ("AGREEMENT")  dated  January  20,  2012  between  the
      Corporation, the Subscription Receipt Trustee and Torys LLP.

     Capitalized terms not defined herein have the meaning ascribed to them in
the Agreement.

     The Corporation is hereby irrevocably directed and authorized to issue on
behalf of the Corporation a total of [ ]ACOR Shares to the person or persons to
whom such ACOR Shares are to be issued pursuant to the deemed exercise of the
Issuance Rights under the terms of the Agreement and the Subscription Receipt
Certificate(s) following the satisfaction of the Escrow Release Conditions
(which occurred ________________________ on , 201[ ]), in accordance with the
provisions of the Subscription Receipt Certificate(s) and the Agreement. All
certificates representing the ACOR Shares so issued are to be endorsed with the
legends in accordance with the Agreement.


          (i)  In the case of the ACOR Shares:

               UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS
               SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4
               MONTHS AND A DAY AFTER THE LATER OF (I) [n, 201n]; AND (II) THE
               DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR
               TERRITORY.

               [IF A U.S. LEGEND IS REQUIRED BY SECTION 2.2(B) OF THE AGREEMENT:

               THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
               THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
               "SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
               HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF
               AUSTRALIAN-CANADIAN OIL ROYALTIES LTD. THAT SUCH SECURITIES MAY
               BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
               AUSTRALIAN-CANADIAN OIL ROYALTIES LTD., (B) OUTSIDE THE UNITED
               STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT,

                                       44
<PAGE>


               (C) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (D)
               PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
               ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE
               SECURITIES LAWS AFTER, IN THE CASE OF TRANSFERS UNDER CLAUSE (D),
               THE HOLDER HAS FURNISHED TO HYPERION EXPLORATION CORP. AN OPINION
               OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY
               SATISFACTORY TO AUSTRALIAN-CANADIAN OIL ROYALTIES LTD. TO SUCH
               EFFECT.]

     The Subscription Receipt Trustee is hereby irrevocably directed and
authorized to cause release to the Corporation, or as directed by the
Corporation, the full amount of the Escrowed Funds,

together with any interest earned thereon.

         DATED at , this                      day of                   , 201[ ].
                         -------------------------------------------------------

                            AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.
                            By:
                                   --------------------------------------------
                                   Name:
                                   Title:





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<PAGE>


     This is Schedule C to a Subscription Receipt Agreement made as of January
20, 2012 between Australian-Canadian Oil Royalties Ltd., Olympia Trust Company,
as Subscription Receipt Trustee, and Torys LLP.

                                            CLOSING NOTICE

TO:  Olympia Trust Company (the "SUBSCRIPTION RECEIPT TRUSTEE"), as Subscription
             Receipt Trustee under the Agreement (defined below);

AND  TO:  Australian-Canadian Oil Royalties Ltd.(the "CORPORATION") as registrar
          and  transfer  agent  for  the  Common Shares in the capital of the
          Corporation

     This Closing Notice is being provided pursuant to the Subscription Receipt
Agreement ("AGREEMENT") dated January 20, 2012 between the Corporation, the
Subscription Receipt Trustee and Torys LLP.

     Capitalized terms not defined herein have the meaning ascribed to them in
the Agreement.

     The Subscription Receipt Trustee and the Corporation are hereby notified by
the Corporation that the Escrow Release Conditions have been satisfied all in
accordance with the provisions of the Agreement and the Subscription Receipt
Certificates.

         DATED at , this ___ day of _________________, 201n.

                            AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.
                            By:
                                   --------------------------------------------
                                   Name:
                                   Title:












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