Exhibit 11

Austral
Pacific Energy Ltd.

CODE
OF ETHICS

Policy adopted by the Board
on 19 December 2006

Review due April 2007

|           | 
|---------- | 
|D Newman | 
|           | 
|           | 

Chairman of the Board


---



CODE
OF ETHICS

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------
|1. | Introduction and Purpose                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                            
|   | This Code of Ethics sets out the ethical and behavioural standards
  expected of Austral Pacifics directors, officers, employees and contractors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                            
|   | The purpose of the Code is to underpin and support the Companys
  vision and values that govern our individual and collective behaviour. The
  vision and values set out below are an integral part of Austral Pacifics
  Code of Ethics.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                            
|2. | Austral Pacific Energy Corporate Vision                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                            
|   | Austral
  Pacifics vision is to become the most successful oil and gas exploration and
  production company in New Zealand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                            
|   | To achieve
  this vision we include the following values in all our activities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | be an
  industry leader;                                                   
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | be a strong
  and honest competitor in the oil and gas industry;           
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | be a
  responsible corporate citizen;                                      
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | be
  respectful of the environment;                                        
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | deal fairly
  with our customers, suppliers and joint venture participants;
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | provide a
  safe and rewarding work environment; and                       
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | deliver
  value to shareholders.                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                            
|3. | Integrity and Objectivity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                            
|   | We have an
  obligation to be straightforward, honest and sincere in our approach to our
  work and to avoid improper personal benefits as a result of our position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                            
|   | We will
  ensure that our individual interests do not interfere, or appear to
  interfere, with the Companys interests. We will be impartial, intellectually
  and morally honest and free of conflicts of interest. We will be fair and not
  allow prejudice or bias to override our objectivity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                            
|   | We will not
  have any undisclosed and unapproved business relationship, including with
  joint venture participants, suppliers, customers or competitors, that might
  impair, or appear to impair, the independence of any judgement that we may
  make on behalf of the Company. We will not give any advantage to anyone
  for reason of personal relationship, personal benefit or other reasons not
  involving the best interests of the Company. Where circumstances indicate
  that it is necessary or in the best interests of the Company to have a
  business relationship with a business or company in which an employee or
  officer, or his or her family, may have an interest, we will fully disclose
  (to a supervisor or the CEO) all circumstances that could be perceived as
  involving a conflict of interest with the Company. Full disclosure enables
  the Company to resolve unclear situations and to ethically handle conflicts
  of interest before any difficulty can arise.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                            
|   | Our
  outside activities shall not conflict with the proper performance of our
  duties to the Company. Each director will fully disclose to the Board all relationships
  they have with the Company and relevant private or other business interests,
  in order for the Board to assess the directors independence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                            
|   | We
  will not give (nor offer to give) nor accept any gift, favour, reward,
  bribe, gratuity or other inducements in the course of our business dealings
  on behalf of the Company that might influence or appear to influence the
  judgment or conduct of the recipient.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

- 2 -

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | (In
  particular, laws in a number of countries (including the Foreign Corrupt Practices
  Act (US)) make it illegal to offer or provide money or anything of value for
  the personal benefit of government officials, political parties or
  politicians in order to influence governmental action (including causing an
  official to perform his or her duties) or otherwise to secure an improper
  advantage in order to obtain, retain or direct business, including indirect
  payments (i.e.,
  where the Company offers or provides money or anything of value to any person
  with the knowledge that the person will make a payment to a foreign
  government official, official of a public international organization, foreign
  political party or its officials, or any political candidate for such a
  prohibited purpose).                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | There
  are exceptions for (i) facilitating payments (i.e. payments made to
  expedite routine governmental action that does not involve obtaining,
  retaining or directing business; (ii) payments which are legal under the
  written laws and regulations of the foreign country; (iii) reimbursement of
  travel, lodging and other reasonable and bona fide expenses directly related
  to the business promotion, demonstration or explanation of the Companys
  business, or the execution or performance of a contract with the foreign
  government; and (iv) unconditional gifts of nominal value, when made openly
  and as a social amenity, or as a token of esteem, regard or gratitude in
  accordance with local custom. We will only rely on these exceptions if used
  with the CEOs prior approval, or the unconditional gift is of less than NZ$100
  value.)
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | Fair Dealing, Due Care                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | We will deal honestly and fairly in all our dealings with, and will
  not engage in any fraudulent activity with or against, any Austral Pacifics
  shareholders, joint venture participants, customers, suppliers, professional
  advisors, competitors and other stakeholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | We will maintain a high standard of competence, only undertaking work
  that we can expect to complete with professional competence. We will complete
  our obligations with due care and in a timely manner. We will carry out our
  work in accordance with the technical and professional standards appropriate
  to that work.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | We will use the utmost skill and care in our recruitment and
  employment practices, and treat all colleagues with respect and dignity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | Use of Company Assets and Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | We will use our best endeavours to protect the Companys assets and
  property in our control for the legitimate business purposes of the Company,
  and will not use that property for any other purpose, including for personal
  gain. We will not take personal advantage of any opportunity that is
  discovered through the use of corporate property, information, contacts or
  position with the Company, unless specifically authorised by the CEO.                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | We agree that the Company will not provide loans to any shareholders,
  directors, officers or employees for any reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | We
  will keep passwords confidential and use the Companys computer systems only
  for authorized business purposes (except for occasional personal use of the
  internet, e-mail and voice mail  the Company reserves the right to withdraw
  personal use privileges, and to review the contents of the Companys
  computers, its e-mail system, and its voice mail system, if abuse of this
  privilege is suspected. No employee has a right of personal privacy with
  respect to information that is placed in the Companys computers, the e-mail
  system, or the voice mail system.)                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6. | Use of Company Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

-
3 -

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | We will use Austral Pacific corporate information gained during our
  relationship with the Company only in the best interests of the Company and
  not for personal gain. We will keep Austral Pacific corporate information
  confidential, at all times. In particular we will comply with the provisions
  of the Corporate
  Information and Trading Policy.                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | We will ensure that the Company provides full, fair, accurate, timely
  and understandable disclosure in all reports and documents publicly
  disclosed, so that the public are fully informed and not misled by statements
  or omissions.                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | All staff
  will take all reasonable steps to ensure that all records are true and
  correct and conform to applicable reporting standards. In particular, the
  CEO, CFO and all finance staff must maintain accurate financial record
  keeping and technical staff must maintain accurate data recording and best
  practice interpretation. All staff must assist management to provide timely
  accurate public disclosures.                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7. | Compliance with all Laws, Regulations and
  Rules                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | We will at all times act honestly and in good faith, and comply with
  all applicable laws, including legislation, regulations, local by-laws and
  rules of the relevant listing exchanges and codes of practice in the
  countries in which the Company operates.We will make all
  reasonable efforts to be sufficiently familiar with any laws and regulations
  that apply to the relevant areas of work and responsibility, in order to
  recognise and avoid possible breaches, and to know when to seek legal advice.
  We will not take any action that would otherwise be questionable simply
  because it is customary in a particular location or business.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8. | Professional Behaviour, Compliance with
  Corporate Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | We will
  conduct ourselves in a manner consistent with the good reputation of the
  Company and refrain from any conduct that might bring discredit to the
  Company. We will value differences and treat others with respect, both within
  the Company and towards third party business contacts. In particular, no
  behaviour which is or is perceived to be discriminatory, harassment or
  undeservedly unequal will be tolerated.                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | We will deal
  honestly and openly with all independent auditors or reviewers, in order that
  any report produced by such independent firm is complete and accurate. In
  particular, all staff will refrain from taking any action that fraudulently
  influences, coerces, manipulates, or misleads such independent firm for the
  purpose of rendering, or likely to render, such report materially misleading.                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | We will at all times behave and conduct ourselves in a manner that is
  consistent with the Companys vision and values set out in this Code, and
  will comply with all Corporate Policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9. | Compliance with Code of Ethics                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In
  addition to our compliance with the Code, we will take responsibility for
  preventing others from violating these standards if in a position to do so,
  or to bring the matter to the attention of a member of senior management who
  is in a position to take appropriate action, or to the attention of an
  independent member of the Board of Directors.                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | This Code forms part of every Austral Pacific employees conditions
  of employment. Failure to comply with the Code can result in disciplinary
  action including, where appropriate, dismissal. Compliance with this Code
  shall be taken into account on a regular basis when assessing individual
  performance. Failure of contractors to comply with this Code may result in
  termination of the contractors contract for services with the Company.                                                                                                                                                                                                          

-
4 -

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | If any person becomes aware of a breach, or suspected breach, of this
  Code, they must report it immediately to their manager and company secretary
  for action. If this is inappropriate or uncomfortable for the individual, the
  breach, or suspected breach, should be reported to another member of the
  senior management team and the company secretary or independent member of the
  Board of Directors for action. No action will be taken against any individual
  reporting a breach, or suspected breach, by virtue of that report. Subject to
  any legal restriction, the name of the person disclosing the information
  pertaining to breach, or suspected breach, of this Code will be kept
  confidential.                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | If
  you have any concerns as to weaknesses in the Companys accounting system or
  in the Companys internal controls; or if you believe that any instances of
  fraud, or incorrect or questionable accounting practices may have occurred;
  or if you believe that any instances of fraudulent, incorrect or questionable
  practices may have occurred in connection with the annual audit of the
  Companys financial statements, you should consult with your immediate
  supervisor or with the Companys CEO or CFO. Alternatively, you may contact
  the Audit Committee of the Board of Directors using the Audit Committee
  Complaints Procedure. Those procedures include a procedure for confidential,
  anonymous submission of concerns.
|   
|10. | CEO and Senior Financial
  Officers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The Sarbanes Oxley Act 2002 (USA) encourages all corporations subject
  to SEC regulations to maintain a code of ethics covering senior financial
  officers, including the CEO. The ethical and behavioural standards reflected
  in that Act are the basic tenets of ethical and professional
  conduct adopted by the Company in this Code for all its staff and
  contractors, and as such apply equally to the CEO and CFO, and any other
  senior finance staff.                                                                                                                                                                                                                                                                                    

-
5 -

---