Exhibit 4.4.1

COMMON SHARE SUBSCRIPTION AGREEMENT

|      |                                                                | 
|----- | -------------------------------------------------------------- | 
|TO:   | Austral
  Pacific Energy Ltd. (herein Austral or Issuer)  
|      | Level 3,
  40 Johnson Street                                  
|      | Wellington
  Central                                          
|      | Wellington
  6011                                             
|      | New
  Zealand                                                 
|      | Phone: 64
  4 495 0888 Fax: 64 4 495 0889                     
|      |                                                               
|FROM: |                                                                | 
|      | (Investor
  Name)                                             
|      |                                                               
|RE:   | Purchase
  of Common (Ordinary) Shares of Austral at US$1.30  
|      | Reference
  Date: October 13, 2006                            
|      | Cut-off
  Time: 5:00 p.m., October 17, 2006 (New Zealand time)

|                                               
|-----------------------------------------------
|                                               
|INSTRUCTIONS
  FOR COMPLETING THIS SUBSCRIPTION
|                                               

|   |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Complete the information
  required on page 2 with respect to subscription amounts and registration and
  delivery particulars for the Share certificates.                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                          
|2. | Complete the applicable
  forms (the Forms) at the end of this Subscription:                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                       | If the
  investor is not an individual (i.e. not a natural person) or it is
  a Portfolio Manager  Complete TSX Venture Exchange Registration Form 4C. (If
  you have previously filed this form in connection with another transaction or
  issuer on the TSX Venture Exchange and your information has not changed you
  need NOT complete another one.) (See Schedule A).                                             
|   |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (b)                                                                                                                                                                                                                                                                                                                       | Subscribers
  resident in Canada,
  sign Schedule B  Representation Letter For Accredited Investors;                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (c)                                                                                                                                                                                                                                                                                                                       | Subscribers
  who are US Persons
  or who were offered the Shares in the United States, who execute or deliver
  this Agreement in the United States, or who are U.S. Persons (as
  hereinafter defined) must be accredited investors within the meaning
  assigned in Rule 501(a) of Regulation D promulgated under the U.S. Securities
  Act, and must complete and sign Schedule C  Certificate of U.S. Purchaser.
|   |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | All
  investors fax or
  courier completed form and courier or wire subscription funds to the Issuer,
  at the above address, Attention: Bruce McGregor, Chief Financial Officer. All
  monetary amounts herein are in U.S. dollars. Certified cheque or bank draft
  should be payable to: Austral Pacific Energy Ltd.

Signed and completed documents must be received no later than
Tuesday, October 17, 2006 at 5:00 p.m. New Zealand time. Funds must follow
within 48 hours of delivery of documents. Completion will occur approximately
10 days thereafter upon American Stock Exchange (AMEX) and TSX Venture Exchange
acceptance.

Wiring Instructions:

|      |                            |                 |                   
|----- | -------------------------- | --------------- | ------------------
|Bank: | Bank of New
  York         | Account Name:   | ASB Bank
  Limited
|      | 1 Wall
  Street, Floor 9   | Chips Code:     | UID271760         
|      | New York NY
  10286        | Swift:          | IRVTUS3N          
|      | United
  States of America | Account Number: | 8900280107        

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

|                       |                                      
|---------------------- | -------------------------------------
|For further credit to: | Austral
  Pacific Energy (NZ) Limited
|Under advice to:       | ASB
  Financial Markets              
|                       | Corner
  Wellesley & Albert Streets, 
|                       | Auckland                             
|                       | New Zealand                          
|                       | Swift:
  ASBBNZ2A                    
|                       | Account
  Number: 21099188-USD-21    

---



- 2 -

|                                                                                                                                          |  |                                            | 
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------ | 
|                                                                                                                                          |  | Number of
  Shares:                        | 
|(Name of
  Investor  please print)                                                                                                       |  |                                           
|                                                                                                                                          |  |                                           
|                                                                                                                                          |  |                                           
|(Signature
  of Investor)                                                                                                                 |  |                                           
|                                                                                                                                          |  |                                           
|                                                                                                                                          |  |                                           
|(Official
  Capacity or Title of Signatory, if Investor is not an individual  please
  print)                                            |  |                                           
|                                                                                                                                          |  |                                           
|                                                                                                                                          |  |                                           
|(Please
  print name of individual whose signature appears above if different than the
  name of the name of the Investor printed above.) |  |                                           
|                                                                                                                                          |  |                                           
|                                                                                                                                          |  | Aggregate
  Subscription Price for Shares:
|(Investors
  Address)                                                                                                                    |  |                                           
|                                                                                                                                          |  |                                           

|                                              |  |                                           | 
|--------------------------------------------- |  | ----------------------------------------- | 
|                                              |  | $                                         | 
|                                              |  | Payable
  to: Austral Pacific Energy Ltd.
|                                              |  |                                          
|Investors
  Telephone Number and Fax Number) |  |                                          
|                                              |  |                                          
|                                              |  |                                          
|Investors
  E-Mail Address (optional)        |  |                                          
|                                              |  |                                          
|REGISTER
  the Shares as set forth below      |  | DELIVER
  the Shares as set forth below: 
|                                              |  |                                          
|                                              |  |                                          
|Name                                          |  | Name                                     
|                                              |  |                                          
|                                              |  |                                          
|Account
  reference, if applicable            |  | Account
  reference, if applicable       
|                                              |  |                                          
|                                              |  |                                          
|Address                                       |  | Contact
  Name                           
|                                              |  |                                          
|                                              |  |                                          
|                                              |  | Address                                  
|                                              |  |                                          
|                                              |  |                                          
|                                              |  |                                          
|                                              |  |                                          
|                                              |  | Telephone
  Number                       

Consent to the Disclosure of Information under Privacy
Legislation

The Investor acknowledges
that certain Personal Information (information about an identifiable individual)
about the Investor may be required to be disclosed by the Issuer to the TSX
Venture Exchange (the Exchange) pursuant to Exchange policies and the
Investor consents to the disclosure of such Personal Information by the Issuer
to the Exchange, and to the collection, use and disclosure of such Personal
Information by the Exchange in accordance with its specified purposes.

---



- 3 -

OTHER INFORMATION TO BE COMPLETED BY EACH INVESTOR

|      |  |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A.    |  | Corporate
  Placee or Investment Portfolio Manager Registration Form(Schedule A) IF THE INVESTOR IS NOT AN
  INDIVIDUAL (i.e., a natural person), either [CHECK
  WHERE APPROPRIATE]:                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                              
|_____ |  | has previously filed with
  the Exchange a Form 4C, Corporate Placee Registration Form, and represents
  and warrants that there has been no change to any of the information in the
  Corporate Placee Registration Form previously filed with the TSX Venture
  Exchange Inc. (the TSX Venture) up to the date of this Agreement; or                                                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                                              
|_____ |  | hereby delivers to the
  Issuer a completed Form 4C, Corporate Placee Registration Form, in the form
  attached hereto as for filing with the TSX Venture; and                                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                              
|B.    |  | Present
  Ownership of SecuritiesThe Investor either
  [CHECK APPROPRIATE ITEM]:                                                                                                                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         
|_____ |  | does not own directly or
  indirectly, or exercise control or direction over, any common shares in the
  capital stock of the Issuer or securities convertible into common shares in
  the capital stock of the Issuer (excluding the Shares subscribed for herein);
  or                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                                                                                              
|_____ |  | owns directly or
  indirectly, or exercise control or direction over, ____________________
  common shares in the capital stock of the Issuer and options, warrants and
  convertible securities entitling the Investor to acquire an additional
  ____________________ common shares in the capital stock of the Issuer
  (excluding the Shares ____________________ subscribed for herein).
|      |  |                                                                                                                                                                                                                                                                                                                                                                                              
|C.    |  | Insider
  StatusThe Investor either
  [CHECK IF APPROPRIATE]:                                                                                                                                                                                                                                                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         
|_____ |  | is NOTan Insider of the Issuer as defined
  in the British Columbia Securities Act;                                                                                                                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                              
|_____ |  | is an Insider of the
  Issuer as defined in the British Columbia Securities Act, namely: Insider
  means:                                                                                                                                                                                                                                                                                
|      |  | (a) a director or senior
  officer of the issuer;                                                                                                                                                                                                                                                                                                                                            
|      |  | (b) a director or senior
  officer of a person that is itself an insider or subsidiary of the issuer;                                                                                                                                                                                                                                                                                        
|      |  | (c) a person that has                                                                                                                                                                                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                               | (i) direct or indirect
  beneficial ownership of;                                                                                                                                                                                                                                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                                                                                               | (ii) control or direction
  over; or                                                                                                                                                                                                                                                                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                                                                                               | (iii) a combination of
  direct or indirect beneficial ownership of and of control or direction over
  securities of the issuer carrying more than 10% of the voting rights attached
  to all the issuers outstanding voting securities, excluding, for the purpose
  of the calculation of the percentage held, any securities held by the person
  as underwriter in the course of a distribution, or
|      |  | (d) the issuer itself, if
  it has purchased, redeemed or otherwise acquired any securities of its own
  issue, for so long as it continues to hold those securities.                                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                              
|D.    |  | Member of
  Pro GroupThe Investor either
  [CHECK IF APPROPRIATE]:                                                                                                                                                                                                                                                                                                                         
|      |  |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         
|_____ |  | is NOTa Member of the Pro Group as
  defined in the Rules of the TSX Venture                                                                                                                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                              
|_____ |  | is a Member of the Pro
  Group as defined in the Rules of the TSX Venture, namely: Pro Group means:                                                                                                                                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                                                                                                              
|      |  | 1.    Subject to subparagraphs
  (2), (3) and (4), Pro Group shall include, either individually or as a
  group:                                                                                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                               | (a) the member (i.e. a
  member of the TSX Venture under its requirements);                                                                                                                                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                               | (b) employees of the
  member;                                                                                                                                                                                                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                               | (c) partners, officers and
  directors of the member;                                                                                                                                                                                                                                                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                               | (d) affiliates of the
  member; and                                                                                                                                                                                                                                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                                               | (e) associates of any
  parties referred to in subparagraphs (1) through (4).                                                                                                                                                                                                                                                                                                                           

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- 4 -

| |                                                                                                                                                                                                                                        |                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------
| | 2. The TSX Venture may, in
  its discretion, include a person or party in the Pro Group for the purposes
  of a particular calculation where the TSX Venture determines that the person
  is not acting at arms length of the member;
| |                                                                                                                                                                                                                                       
| | 3. The TSX Venture may, in
  its discretion, exclude a person from the Pro Group for the purposes of a
  particular calculation where the TSX Venture determines that the person is
  acting at arms length of the member;           
| |                                                                                                                                                                                                                                       
| | 4. The member may deem a
  person who would otherwise be included in the Pro Group pursuant to
  subparagraph (1) to be excluded from the Pro Group where the member
  determines that:                                               
| |                                                                                                                                                                                                                                        | (a) the person is an
  affiliate or associate of the member acting at arms length of the member;                  
| |                                                                                                                                                                                                                                        | (b) the associate or
  affiliate has a separate corporate and reporting structure;                                 
| |                                                                                                                                                                                                                                        | (c) there are sufficient
  controls on information flowing between the member and the associate or
  affiliate; and
| |                                                                                                                                                                                                                                        | (d) the member maintains a
  list of such excluded persons.                                                        

|
|
|

ACCEPTANCE:The Issuer hereby accepts the above subscription.

AUSTRAL PACIFIC ENERGY LTD.

|     |                      |  |                  | 
|---- | -------------------- |  | ---------------- | 
|Per: |                      |  | Acceptance Date: | 
|     | Authorized Signatory |  |                 

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- 5 -

Purchase of US$1.30 Shares Exempt from Prospectus
Requirements

|   |            
|-- | -----------
|1. | Definitions

|    |                                                                                                                                                                                                                                                                                                                                                                                           | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|1.1 | (a) Accredited Investor means, for a
  Subscriber resident in Canada or the United Sates a high net worth or high
  income person, specifically defined on the relevant attachments hereto as an
  Investor;                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b) AMEX means American Stock Exchange, the
  U.S. stock exchange on which Australs shares are traded.                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (c) Applicable Securities Laws means the
  securities legislation having application and the rules, policies, notices
  and orders issued by applicable securities regulatory authorities, including
  AMEX, NZSX and the TSX Venture, having application over this Offering and the
  Issuer in the Principal Canadian Jurisdictions;                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (d) Closing means a completion of an issue
  and sale by the Issuer and the purchase by the Investors of the Securities
  pursuant to this Subscription Agreement at 10:00 a.m. on the Closing Date.
  Closings may occur on one or more dates as the Issuer may determine within
  the requirements of Regulatory Acceptance;                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (e) Closing Date means the day following
  Regulatory Acceptance of this subscription and others which form part of the
  Offering and which is expected to occur on or about October 7, 2006 as the
  Issuer may determine within the requirements of the TSX Venture, AMEX and
  NZSX. On the Closing Date the Shares will be issued and delivered to Investor
  or as it may direct;
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (f) Cut-off Time means the date after which
  the Issuer need no longer accept Subscriptions. The Cut-off Time is 5:00
  p.m., October 17, 2006 (New Zealand time).                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (g) Exemptions means the exemptions from the
  registration and prospectus or equivalent requirements under Applicable
  Securities Laws;                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (h) Foreign Portfolio Manager means a person
  who carries on business as a portfolio manager (within the meaning of that
  term under Applicable Securities Laws) in an Overseas Jurisdiction and who
  purchases Shares as an agent for fully managed accounts;                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (i) fully managed in relation to an account,
  means that the Investor has the discretion as to the account as contemplated
  by Applicable Securities Law;                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (j) Investor means the person or persons
  named as Investor on the face page of this Subscription Agreement and if more
  than one person is so named, means all of them jointly and severally;                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (k) material means material in relation to
  the Issuer and any subsidiary considered on a consolidated basis;                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (l) material change means any change in the
  business, operations, assets, liabilities, ownership or capital of the Issuer
  and any subsidiary considered on a consolidated basis that would reasonably
  be expected to have a significant effect on the market price or value of the
  Issuers securities;                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (m) material fact means any fact that
  significantly affects or would reasonably be expected to have a significant
  effect on the market price or value of the Issuers securities;                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (n) misrepresentation is as generally
  defined under Applicable Securities Laws;                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                           | 
|    | (o) NZSX means the New Zealand Stock Exchange;                                                                                                                                                                                                                                                                                                                                         

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- 6 -

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (p) Offering means the planned sale by the
  Issuer of up to US$4,600,000 of Shares on the terms set forth in this
  Agreement. There is no minimum aggregate Offering;                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (q) Overseas Jurisdiction means a country
  other than Canada or the United States;                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (r) Portfolio Manager means an adviser who
  manages the investment portfolio of clients through discretionary authority
  granted by one or more clients;                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (s) Public Record means information which
has been publicly filed by the Issuer on SEDAR at www.SEDAR.comand on EDGAR
at www.SEC.gov/edgar.shtml under Applicable Securities Laws;                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (t) Principal Canadian Jurisdictions means
  British Columbia, Alberta and Ontario and certain other jurisdictions
  referred to in Multilateral Instrument 45-102;                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (u) Regulation D means Regulation D under
  the U.S. Securities Act;                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (v) Regulation S means Regulation S under
  the U.S. Securities Act;                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (w) Regulatory Acceptance means the
  acceptance of the transaction contemplated hereby and the approval for
  listing of the Shares by the TSX Venture, AMEX and NZSX;                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (x) Securities means the Shares;                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (y) Share means a common share without par
  value in the capital of the Issuer;                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (z) Subscription Agreement means this
  subscription agreement between the Investor and the Issuer, including all
  Schedules incorporated by reference as it may be amended or supplemented from
  time to time;
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (aa) TSX Venture means the TSX Venture
  Exchange, the Canadian stock exchange on which Australs shares are traded;                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (bb) U.S. Person means a U.S. Person as
  defined in Regulation S; and                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (cc) U.S. Securities Act means the Securities Act of 1933, as amended, of
  the United States of America.                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Prospectus
  Exempt Subscription Commitment                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.1 The undersigned (the
  Investor) hereby subscribes for and agrees to purchase from Austral Pacific
  Energy Ltd. (herein the Issuer), subject to the terms and conditions set
  forth herein, that number of Shares of the Issuer set out on the face page of
  this Subscription Agreement at the price of US$1.30 per Share. Subject to the
  terms hereof, this Subscription will be deemed to have been made and be
  effective only upon its acceptance by the Issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Closing                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                    
|3.1 The Investor must
  deliver to the offices of the Issuer on or before the Cut-off Time, this
  subscription agreement duly completed and executed in accordance with the
  instructions on the face page of this Agreement and arrange for concurrent
  wiring or delivery of certified funds. On request by the Issuer, the Investor
  agrees to complete and deliver any other information as may reasonably be
  required by regulatory authorities, stock exchanges and Applicable Securities
  Laws to complete the transactions contemplated by this Agreement. Delivery
  against payment for the Shares will be completed by the Issuer at its offices
  on the Closing Date being a date following Regulatory Acceptance at which
  time certificates representing the Shares will be delivered to the Investor
  as the Investor shall instruct. Investor hereby waives receiving any prior
  notice of Closing. Closing is targeted for on or about October 25, 2006.

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|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                    
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------
|3.2 Once this agreement is
  accepted by the Issuer, the completion of the sale of securities contemplated
  by this subscription is subject only to Regulatory Acceptance being obtained.                                   
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.                                                                                                                                                                                                                            | Investors
  Acknowledgements  Regarding Risk, Restrictions, Independent Advice                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.1 The Investor
  represents and warrants and acknowledges and agrees with (on its own behalf
  and, if applicable, on behalf of each beneficial purchaser for whom the
  Investor is contracting hereunder) the Issuer that
|                                                                                                                                                                                                                             
|                                                                                                                                                                                                                              | (a) its decision to
  execute this Subscription and purchase the Securities agreed to be purchased
  hereunder has not been based upon any oral or written representation as to
  fact or otherwise made by or on behalf of the Issuer, and that its decision
  is based entirely upon its review of information about the Issuer in the
  Public Record;                                                                                        
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                              | (b) no prospectus has been
  filed by the Issuer with any securities commission or similar authority in
  Canada or elsewhere, in connection with the issuance of the Securities, and
  the issuance and the sale of the Shares is subject to such sale being exempt
  from the prospectus/registration requirements under Applicable Securities
  Laws and accordingly:                                                                         
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (i) the Investor is
  restricted from using certain of the civil remedies available under such
  legislation;                      
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                    
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (ii) the Investor may not
  receive information that might otherwise be required to be provided to it
  under such legislation; and
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                    
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (iii) the Issuer is
  relieved from certain obligations that would otherwise apply under such
  legislation;                       
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                    
|                                                                                                                                                                                                                              | (c) the Investor (or
  others for whom the Investor is contracting hereunder) has been advised to
  consult its own legal advisors with respect to the merits and risks of an
  investment in the Securities and with respect to applicable resale
  restrictions and it (or others for whom it is contracting hereunder) is
  solely responsible (and the Issuer is in no way responsible) for compliance
  with applicable resale restrictions;
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                              | (d) to the knowledge of
  the Investor, the sale of the Securities was not accompanied by any public
  advertisement;                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                              | (e) the offer made by this
  agreement is irrevocable (subject to the right of the Issuer to reject any
  Subscription prior to Closing by refunding any subscription funds) and
  requires acceptance by the Issuer;                                                                                                                                                                                                                            
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                              | (f) this Subscription is
  not enforceable by the Investor unless it has been accepted by the Issuer and
  the Investor waives any requirement on the Issuers behalf to immediately
  communicate its acceptance for this Subscription to the Investor;                                                                                                                                                                                         
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                              | (g) the Securities are
  speculative investments which involve a substantial degree of risk;                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                              | (h) the Investor is
  sophisticated in financial investments, has had access to and has received
  all such information concerning the Issuer that the Investor has considered
  necessary in connection with the Investors investment decision and the
  Investor will not receive an offering memorandum or similar disclosure
  document;                                                                                                    
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                              | (i) the subscription
  proceeds will be available to the Issuer on Closing and this subscription is
  not conditional on any other subscription completing. The Issuer may pay commissions
  in connection with this Subscription in its discretion                                                                                                                                                                                              
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                              | (j) no agency,
  governmental authority, regulatory body, stock exchange or other entity has
  made any finding or determination as to the merit for investment of, nor have
  any such agencies or governmental authorities made any recommendation or
  endorsement with respect to, the Securities; and                                                                                                                                       

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (k) the Issuer will rely
  on the representations and warranties made herein or otherwise provided by
  the Investor to the Issuer in completing the sale and issue of the Shares to
  the Investor.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                     
|4.2 The Investor hereby agrees
  that with respect to any personal information provided in this document or
  otherwise received by or in possession of the Issuer (Personal
  Information), the Investor hereby consents to                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (a) the disclosure of any
  Personal Information to the TSX Venture, AMEX and NZSX and such securities
  commissions as may have jurisdiction over the Issuer; and                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (b) the further collection,
  use and disclosure of any Personal Information by the aforesaid regulator
  authorities for the discharge of their regulatory functions.                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Investors
  Exemption Status                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                     
|5.1 The Investor, by its
  execution of this Subscription Agreement, hereby further represents, warrants
  to, and covenants with, the Issuer (which representations, warranties and
  covenants shall survive the Closing of the Offering) that the Investor is
  purchasing the Shares as principal for its own account, it is purchasing such
  Shares not for the benefit of any other person, and not with a view to the
  resale or distribution of the Shares and one of the following Exemptions
  applies to the Investor:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (a)                                                                                                                                                                                                  | Insiders Family,
  Close Friends and Business Associates Exemption                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      | The Investor is:                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      | (i) a director, executive
  officer or control person of the Issuer, or of an affiliate of the Issuer,                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      | (ii) a spouse, parent,
  grandparent, brother, sister or child of a director, executive officer or
  control person of the Issuer, or of an affiliate of the Issuer,            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      | (iii) a parent,
  grandparent, brother, sister or child of the spouse of a director, executive
  officer or control person of the Issuer or of an affiliate of the Issuer,      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      | (iv) a close personal
  friend of a director, executive officer or control person of the Issuer, or
  of an affiliate of the Issuer,                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      | (v) a close business
  associate of a director, executive officer or control person of the Issuer,
  or of an affiliate of the Issuer,                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      | (vi) a founder of the
  Issuer or a spouse, parent, grandparent, brother, sister, child, close
  personal friend or close business associate of a founder of the Issuer,        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      | (vii) a parent,
  grandparent, brother, sister or child of a spouse of a founder of the Issuer,                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      | (viii) a person of which a
  majority of the voting securities are beneficially owned by, or a majority of
  the directors are, persons described in paragraphs (i) to (vii), or
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      | (ix) a trust or estate of
  which all of the beneficiaries or a majority of the trustees or executors are
  persons described in paragraphs (i) to (vii);                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      | (NOT
  AVAILABLE FOR RESIDENTS IN ONTARIO OR SASKATCHEWAN)                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (b)                                                                                                                                                                                                  | Minimum
  Amount Exemption                                                                                                                                                      

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|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (i) The aggregate
  acquisition cost of purchasing the Shares will not be less than Cdn.$150,000
  paid in cash at the time of purchase, and the Investor has not been created
  or used solely to purchase or hold the Shares in reliance on this Exemption;                                                                                                                                
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Accredited
  Investor Exemption                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The Investor is an
  Accredited Investor and the Investor has properly completed and duly
  executed the Representation Letter for Accredited Investors attached to this
  Subscription Agreement as Schedule B indicating the means by which the
  Investor is an Accredited Investor and confirms the truth and accuracy of all
  statements made by the Investor in such certificate; or
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | For residents of Ontario
  only, the Investor is:                                                                                                                                                                                                                                                                                                                                            
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (i) a founder of the
  Issuer,                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (ii) an affiliate of a
  founder of the Issuer,                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (iii) a spouse, parent,
  brother, sister, grandparent or child of an executive officer, director or
  founder of the Issuer, or                                                                                                                                                                                                                                                             
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (iv) a person that is a
  control person of the Issuer.                                                                                                                                                                                                                                                                                                                                      
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|5.2                                                                                                     | Investors
  Outside of Canada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|If the Investor is
  resident in a jurisdiction outside of Canada it acknowledges and certifies
  that:
|                                                                                                       
|                                                                                                        | (a) no securities commission
  or similar regulatory authority has reviewed or passed on the merits of the
  Shares;                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | (b) there is no government or
  other insurance covering the Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | (c) there are risks associated
  with the purchase of the Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | (d) there are restrictions on
  the Investors ability to resell the Shares and it is the responsibility of
  the Investor to determine what those restrictions are and to comply with them
  before selling the Shares; and                                                                                                                                                                                                                                                                                                  
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | (e) the Issuer has advised the
  Investor that the Issuer is relying on an exemption from the requirements to
  provide the Investor with a prospectus and to sell the Shares through a
  person registered to sell the Shares under Applicable Securities Laws and, as
  a consequence of acquiring securities pursuant to this exemption, certain
  protections, rights and remedies provided by Applicable Securities Laws,
  including statutory rights of rescission or damages, will not be available to
  the Investor;
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | (f) the Investor is
  knowledgeable of securities legislation having application or jurisdiction
  over the Investor and the Offering (other than the laws of Canada and the
  United States) which would apply to this subscription;                                                                                                                                                                                                                                                                                         
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | (g) the Investor is purchasing
  the Shares pursuant to exemptions from any prospectus, registration or
  similar requirements under the laws of that International Jurisdiction and
  or, if such is not applicable, the Investor is permitted to purchase the
  Investors Shares, and the Issuer has no filing obligations in the
  International Jurisdiction;                                                                                                                                                            
|                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | (h) no laws in the
  International Jurisdiction require the Issuer to make any filings or seek any
  approvals of any kind whatsoever from any regulatory authority of any kind
  whatsoever in the International Jurisdiction;                                                                                                                                                                                                                                                                                               

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|----------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                            | (i) the Shares are being
  acquired for investment only and not with a view to resale and distribution
  within the International Jurisdiction; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                            | (j) if it is a resident of
  the United Kingdom then it complies with the provisions of §5.1 of this
  Subscription Agreement as if it were a resident of British Columbia and it is
  a person of the described in Article 11(3) of the Financial Services Act,1986 (Investment Advertisements) (Exemptions) Order 1996, as amended,
  and is a person whose ordinary activities involve it in acquiring, holding,
  managing or disposing of investments (as principal or agent) for the purpose
  of its business.                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.3                                                                                                         | Other
  General Representations Applicable to Investors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|The following
  representations are hereby made by each Investor subject to the provisos
  contained below:
|                                                                                                           
|                                                                                                            | (a) the Investor has no
  knowledge of a material fact or material change, as those terms are
  defined in Applicable Securities Laws, in respect of the affairs of the
  Issuer that has not been generally disclosed to the public;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                            | (b) the Investor (and, if
  applicable, any beneficial purchaser for whom it is acting) is resident in
  the jurisdiction set out under the heading Name and Address of Investor on the
  execution page of this Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                            | (c) the Investor has the
  legal capacity and competence to enter into and execute this Subscription and
  to take all actions required pursuant hereto and, if the Investor is a
  corporation, it is duly incorporated and validly subsisting under the laws of
  its jurisdiction of incorporation and all necessary approvals by its
  directors, shareholders and others have been obtained to authorize execution
  of this Subscription Agreement on behalf of the Investor;                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                            | (d) the entering into of
  this Subscription Agreement and the transactions contemplated hereby do not
  result in the violation of any of the terms and provisions of any law
  applicable to, or the constating documents of, the Investor or of any
  agreement, written or oral, to which the Investor may be a party or by which
  the Investor is or may be bound;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                            | (e) the Investor has duly
  and validly authorized, executed and delivered this Subscription Agreement
  and understands it is intended to constitute a valid and binding agreement of
  the Investor enforceable against the Investor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                            | (f) in connection with the
  Investors investment in the Shares, the Investor has not relied upon the
  Issuer for investment, legal or tax advice, and has, in all cases sought the
  advice of the Investors own personal investment advisor, legal counsel and
  tax advisers or has waived its rights thereto and the Investor is either
  experienced in or knowledgeable with regard to the affairs of the Issuer, or
  either alone or with its professional advisors is capable, by reason of
  knowledge and experience in financial and business matters in general, and
  investments in particular, of evaluating the merits and risks of an
  investment in the Shares and is able to bear the economic risk of the
  investment and it can otherwise be reasonably assumed to have the capacity to
  protect its own interest in connection with the investment in the Shares;
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                            | (g) no person has made to
  the Investor any written or oral representations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (i) that any person will
  resell or repurchase the Shares;                                                                                                                   
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                               
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (ii) that any person will
  refund the purchase price for the Shares;                                                                                                         
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                               
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (iii) as to the future
  price or value of the Shares; or                                                                                                                     
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                               
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (iv) that the Shares will
  be listed and posted for trading on any stock exchange or that application
  has been made to list the Shares of the Issuer on any stock exchange;

---



- 11 -

| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------
| | No U.S.
  Investor Participation Except with Accredited Investor Form (Schedule C)                                                                                                                                                                 
| |                                                                                                                                                                                                                                                    
| | (h)                                                                                                                                                                                                                                                 | The Investor represents
  and warrants either:                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                     | (i)                                                                                                                                                                                                                                                                                                                                                                                              | the Investor                                                                                                                      
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                   
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  | (A) is not, and is not
  purchasing the Shares for the account of or benefit of, a U.S. Person or a
  person in the United States;
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                   
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  | (B) was not offered Shares
  in the United States; and                                                                            
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                   
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  | (C) did not execute or
  deliver this Agreement in the United States; OR                                                          
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                   
| |                                                                                                                                                                                                                                                     | (ii) the Investor is a
  U.S. Person who is an accredited investor as defined in Rule 501(a) of
  Regulation D of the U.S. Securities Act; and                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                     | (iii) in the case of
  paragraph 5.3(h)(ii) above, the Investor has duly completed, executed and
  delivered to the Issuer the Certificate of U.S. Purchaser attached hereto as
  Schedule C, and represents, warrants and covenants to the Issuer as to the
  accuracy of all matters set out therein as at the date hereof and on the
  Closing Date;                                         
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i)       Unless the Investor
  completes the Certificate of U.S. Purchaser included herein as Schedule C in
  connection with a purchase of the Shares made in reliance on Regulation E,
  the Investor additionally represents and warrants that:
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                     | (i) the Investor does not
  have any agreement or understanding (either written or oral) with any U.S.
  Person or a person in the United States respecting:                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  | (A) the transfer or
  assignment of any rights or interests in any of the Shares;                                                 
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                   
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  | (B) the division of
  profits, losses, fees, commissions, or any financial stake in connection with
  this Subscription; or       
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                   
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  | (C) the voting of the
  Shares; and                                                                                               
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                   
| |                                                                                                                                                                                                                                                     | (ii) the Investor has no
  intention to distribute either directly or indirectly any of the Shares in
  the United States or to U.S. Persons; and                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                     | (iii) the Investor
  represents that the current structure of this transaction and all
  transactions and activities contemplated hereunder is not a scheme to avoid
  the registration requirements of the U.S. Securities Act;                                                                                                                                                                
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                 
| | (j)                                                                                                                                                                                                                                                 | The Investor acknowledges
  and agrees that:                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                   
| |                                                                                                                                                                                                                                                     | (i) the Shares have not
  been registered under the U.S. Securities Act, and may not be offered or sold
  in the United States or to a U.S. Person unless an exemption from such
  registration requirements is available;                                                                                                                                                                      
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                     | (ii) the Issuer has no
  obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the
  Shares; and                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                     | (iii) the Investor will
  not engage in any directed selling efforts (as defined by Regulation S under
  the U.S. Securities Act) in the
  United States in respect of the Shares, which would include any activities
  undertaken for the purpose of, or that could reasonably be expected to have
  the effect of conditioning the market in the United States for the resale of
  the Shares;

---



- 12 -

|    |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Compliance
  with Resale Laws                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (k) the Investor will
  comply with Applicable Securities Laws and, if applicable, Rule 904 of
  Regulation S concerning the resale of the Shares and all related restrictions
  (and the Issuer is not in any way responsible for such compliance) and shall
  speak and consult with its own legal advisors with respect to such
  compliance;                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Own
  Expense                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (l) the Investor
  acknowledges and agrees that all costs and expenses incurred by the Investor
  (including any fees and disbursements of any special counsel or other
  advisors retained by the Investor) relating to the purchase of the Shares
  shall be borne by the Investor;                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | International
  Investor                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (m) if the Investor is
  resident of an International Jurisdiction (meaning herein a country other
  than Canada or the United States) then:                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      | (i) the Investor is
  knowledgeable of securities legislation having application or jurisdiction
  over the Investor and the Offering (other than the laws of Canada and the
  U.S.) which would apply to this subscription;                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      | (ii) the Investor is
  purchasing the Shares pursuant to exemptions from any prospectus,
  registration or similar requirements under the laws of that International
  Jurisdiction and or, if such is not applicable, the Investor is permitted to
  purchase the Investors Shares, and the Issuer has no filing obligations in
  the International Jurisdiction;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      | (iii) no laws in the
  International Jurisdiction require the Issuer to make any filings or seek any
  approvals of any kind whatsoever from any regulatory authority of any kind
  whatsoever in the International Jurisdiction; and                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      | (iv) the Shares are being
  acquired for investment only and not with a view to resale and distribution
  within the International Jurisdiction.                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                    
|6.  | The
  Issuers Representations                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.1 | The Issuer represents and
  warrants to the Investor that, as of the date of this Subscription and at Closing
  hereunder:                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (a) the Issuers Public
  Record is correct in all material respects and does not omit any material
  information about the issuer;                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (b) the Issuer and its
  subsidiaries are valid and subsisting corporations duly incorporated and in good
  standing under the laws of the jurisdictions in which they are incorporated,
  continued or amalgamated, and each is a foreign private issuer as defined
  in §230.405 of Regulation C promulgated under the U.S. Securities Act and
  shall remain a foreign private issuer;                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (c) the Issuer has
  complied, or will comply, with Applicable Securities Laws and all applicable
  corporate laws and regulations in connection with the offer, sale and
  issuance of the Securities, and in connection therewith has not engaged in
  any direct selling efforts, as such term is defined in Regulation S, or any
  general solicitation or general advertising as described in Regulation D;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (d) the Issuer and its
  subsidiaries are the beneficial owners of the properties, business and assets
  or the interests in the properties, business or assets referred to in its
  Public Record and except as disclosed therein, all agreements by which the
  Issuer or its subsidiaries holds an interest in a property, business or asset
  are in                                                            

---



- 13 -

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | good standing according to
  their terms, and the properties are in good standing under the applicable
  laws of the jurisdictions in which they are situated;                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (e) the financial
  statements contained in the Public Record accurately reflect the financial
  position of the Issuer as at the date thereof, and no adverse material
  changes in the financial position of the Issuer have taken place since the
  date of the Issuers last financial statements except as filed in the Public
  Record;                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (f) the creation, issuance
  and sale of the Shares by the Issuer does not and will not conflict with and
  does not and will not result in a breach of any of the terms, conditions or
  provisions of its constating documents or any agreement or instrument to
  which the Issuer is a party;                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (g) the Securities will,
  at the time of issue, be duly allotted, validly issued, fully paid and
  non-assessable and will be free of all liens, charges and encumbrances and
  the Issuer will reserve sufficient shares in the treasury of the Issuer to
  enable it to issue the Shares;                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (h) this Subscription when
  accepted has been duly authorized by all necessary corporate action on the
  part of the Issuer and, subject to acceptance by the Issuer, constitutes a
  valid obligation of the Issuer legally binding upon it and enforceable in
  accordance with its terms;                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (i) neither the Issuer nor
  any of its subsidiaries is a party to any actions, suits or proceedings which
  could materially affect its business or financial condition, and to the best
  of the Issuers knowledge no such actions, suits or proceedings have been
  threatened as at the date hereof, except as disclosed in the Public Record;                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (j) no order ceasing or
  suspending trading in the securities of the Issuer nor prohibiting sale of
  such securities has been issued to the Issuer or its directors, officers or
  promoters and to the best of the Issuers knowledge no investigations or
  proceedings for such purposes are pending or threatened; and                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (k) except as set out in
  the Public Record or herein, no person has any right, agreement or option,
  present or future, contingent or absolute, or any right capable of becoming a
  right, agreement or option for the issue or allotment of any unissued common
  shares of the Issuer or any other security convertible or exchangeable for
  any such shares or to require the Issuer to purchase, redeem or otherwise
  acquire any of the issued or outstanding shares of the Issuer.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.  | Covenants
  of the Issuer                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.1 | The Issuer hereby
  covenants with each Investor that it will:                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (a) offer, sell, issue and
  deliver the Securities pursuant to exemptions from the prospectus filing,
  registration or qualification requirements of Applicable Securities Laws and
  otherwise fulfil all legal requirements required to be fulfilled by the
  Issuer (including without limitation, compliance with all Applicable
  Securities Laws of the Principal Canadian Jurisdictions) in connection with
  the Offering;                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (b) use its best efforts
  to maintain its status as a reporting issuer not in default in British
  Columbia and Alberta for a period of 12 months after the Closing Date;                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (c) within the required
  time, file with the TSX Venture, NZSX and Amex any documents, reports and
  information, in the required form, required to be filed by Applicable
  Securities Laws in connection with the Offering, together with any applicable
  filing fees and other materials; and                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (d) the Issuer will use
  reasonable commercial efforts to satisfy as expeditiously as possible any
  conditions of the TSX Venture, NZSX and AMEX required to be satisfied prior
  to the Regulatory Acceptance of this Offering.                                                                                                                                                                                                                                                            

---



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Resale
  Restrictions and Legending of Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.1 The Investor acknowledges
  that any resale of the Securities will be subject to resale restrictions
  contained in the Applicable Securities Laws applicable to the Issuer, the
  Investor or any proposed transferee. All Investors will receive, for the
  Shares acquired, a certificate bearing the following legend imprinted
  thereof:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Unless permitted under
  securities legislation, the holder of the securities shall not trade the
  securities before [insert that date which is four months and a day from the
  Closing Date.]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Without prior written
  approval of the TSX Venture Exchange and compliance with all applicable
  securities legislation, the securities represented by this certificate may
  not be sold, transferred, hypothecated or otherwise traded on or through the
  facilities of the TSX Venture Exchange or otherwise in Canada or to or for
  the benefit of a Canadian resident until [insert that date which is four
  months and a day from the Closing Date.]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.2 Investors who are U.S
  Persons or who use herein an address in the U.S. who execute this Agreement
  in the United States (which the Issuer will presume absent other evidence)
  will receive a certificate bearing the following legend imprinted thereon as
  well as the legend referred to in §8.1:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The securities
  represented hereby have not been and will not be registered under the United
  States Securities Act of 1933, as amended (the U.S. Securities Act). The
  holder hereof, by purchasing such securities, agrees for the benefit of the
  Issuer that such securities may be offered, sold, pledged or otherwise
  transferred only (a) to the Issuer, (b) outside the United States in
  accordance with Rule 904 of Regulation S under the U.S. Securities Act if
  applicable, (c) inside the United States (1) pursuant to the exemption from
  the registration requirements under the U.S. Securities Act provided by Rule
  144 thereunder, if available, and in accordance with applicable State
  securities laws, or (2) in a transaction that does not require registration
  under the U.S. Securities Act or any applicable State laws and regulations
  governing the offer and sale of securities, and the holder has prior to such
  sale furnished to the Issuer an opinion of counsel or other evidence of
  exemption in form and substance reasonably satisfactory to the Issuer.
  Provided that if the Issuer is a foreign issuer as that term is defined by
  Regulation S of the U.S. Securities Act at the time of sale, a new
  certificate bearing no restrictive legend, delivery of which will constitute
  Good Delivery may be obtained form the transfer agent, upon delivery of
  this certificate and a duly executed declaration, in form satisfactory to the
  Issuer and its transfer agent, to the effect that the sale of the securities
  represented hereby is being made in compliance with Rule 904 of Regulation S
  under the U.S. Securities Act.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|and that any certificate
representing any Securities issued in exchange therefor or in substitution
thereof will bear the same legend, provided, however, that if the Issuer is a
foreign issuer as that term is defined by Regulation S under the U.S.
Securities Act at the time of sale of any Shares, a new certificate bearing
no legend may be obtained from transfer agent upon delivery of the
certificate evidencing such securities and a duly executed declaration, in a
form satisfactory to the Company and transfer agent to the effect that the
sale of the securities is being made in compliance with Rule 904 of
Regulation S under the U.S. Securities Act. The Issuer also reserves the
right to affix to the Securities the legend contained in this §8.2 or a
similar legend if such legend is required to be affixed in order to secure
Regulatory Acceptance or compliance with the U.S. Securities Act.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Investors
  Consent to Issuer to Correct or Complete Subscription Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.1 The Investor consents to
  the Company, or its legal counsel, completing or correcting the Investors
  subscription agreement as may reasonably be required to finalize it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | General                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.1 Time is of the essence
  hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

---



- 15 -

10.2 Neither this
Subscription Agreement nor any provision hereof shall be modified, changed,
discharged or terminated except by an instrument in writing signed by the party
against whom any waiver, change, discharge or termination is sought.

10.3 The parties hereto
shall execute and deliver all such further documents and instruments and do all
such acts and things as may either before or after the execution of this
Subscription Agreement be reasonably required to carry out the full intent and
meaning of this Subscription Agreement.

10.4 This Subscription
Agreement shall be subject to, governed by and construed in accordance with the
laws of British Columbia and the laws of Canada as applicable therein and the
Investor hereby irrevocably attorns to the jurisdiction of the Courts situate
therein.

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

10.6 The Issuer shall be
entitled to rely on delivery of a facsimile copy of this Subscription
Agreement, and acceptance by the Issuer of a facsimile copy of this
Subscription Agreement shall create a legal, valid and binding agreement
between the Investor and the Issuer in accordance with its terms.

10.7 This Subscription
Agreement may be signed by the parties in as many counterparts as may be deemed
necessary, each of which so signed shall be deemed to be an original, and all
such counterparts together shall constitute one and the same instrument.

10.8 This Subscription,
including, without limitation, the representations, warranties,
acknowledgements and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties notwithstanding the completion
of the purchase of the Shares by the Investor pursuant hereto, the completion
of the issue of Shares of the Issuer and any subsequent disposition by the
Investor of the Shares;

10.9 The invalidity or
unenforceability of any particular provision of this Subscription shall not
affect or limit the validity or enforceability of the remaining provisions of
this Subscription;

10.10 Except as expressly
provided in this Subscription and in the agreements, instruments and other
documents contemplated or provided for herein, this Subscription contains the
entire agreement between the parties with respect to the sale of the Securities
and there are no other terms, conditions, representations or warranties,
whether expressed, implied, oral or written, by statute, by common law, by the
Issuer, by the Investor, or by anyone else;

10.11 All monetary amounts
are in US Dollars.

---



SCHEDULE A

FORM 4C

CORPORATE
PLACEE REGISTRATION FORM

Where subscribers to a
Private Placement are not individuals, the following information about the
placee must be provided. This Form will remain on file with the Exchange. The
corporation, trust, portfolio manager or other entity (the Placee) need only
file it on one time basis, and it will be referenced for all subsequent Private
Placements in which it participates. If any of the information provided in this
Form changes, the Placee must notify the Exchange prior to participating in
further placements with Exchange listed companies. If as a result of the
Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the
Placee are reminded that they must file a Personal Information Form (2A) or, if
applicable, Declarations, with the Exchange.

|   |                                                                          |                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Placee Information:                                                     
|   |                                                                         
|   | (a)                                                                      | Name:
  ___________________________________________________________________________________________                                                                                                                                                                                                         
|   |                                                                          |                                                                                                                                                                                                                                                                                                             
|   | (b)                                                                      | Complete
  Address:_________________________________________________________________________________                                                                                                                                                                                                        
|   |                                                                          | _________________________________________________________________________________________________                                                                                                                                                                                                           
|   |                                                                          |                                                                                                                                                                                                                                                                                                             
|   | (c)                                                                      | Jurisdiction of
  Incorporation or Creation:
  _______________________________________________________________                                                                                                                                                                                              
|   |                                                                          |                                                                                                                                                                                                                                                                                                             
|2. | (a)                                                                      | Is the Placee purchasing
  securities as a portfolio manager (Yes/No)? ________________________________________                                                                                                                                                                                             
|   |                                                                          |                                                                                                                                                                                                                                                                                                             
|   | (b)                                                                      | Is the Placee carrying on
  business as a portfolio manager outside of Canada (Yes/No)?
  ___________________________                                                                                                                                                                                       
|   |                                                                          |                                                                                                                                                                                                                                                                                                             
|3. | If the answer to 2(b)
  above was Yes, the undersigned certifies that:
|   |                                                                         
|   | (a)                                                                      | It is purchasing
  securities of an Issuer on behalf of managed accounts for which it is making
  the investment decision to purchase the securities and has full discretion to
  purchase or sell securities for such accounts without requiring the clients
  express consent to a transaction;          
|   |                                                                          |                                                                                                                                                                                                                                                                                                             
|   | (b)                                                                      | it carries on the business
  of managing the investment portfolios of clients through discretionary
  authority granted by those clients (a portfolio manager business) in
  _________________ [jurisdiction], and it is permitted by law to carry on a
  portfolio manager business in that jurisdiction;
|   |                                                                          |                                                                                                                                                                                                                                                                                                             
|   | (c)                                                                      | it was not created solely
  or primarily for the purpose of purchasing securities of the Issuer;                                                                                                                                                                                                            
|   |                                                                          |                                                                                                                                                                                                                                                                                                             
|   | (d)                                                                      | the total asset value of
  the investment portfolios it manages on behalf of clients is not less than
  $20,000,000; and                                                                                                                                                                                    
|   |                                                                          |                                                                                                                                                                                                                                                                                                             
|   | (e)                                                                      | it has no reasonable
  grounds to believe, that any of the directors, senior officers and other
  insiders of the Issuer, and the persons that carry on investor relations
  activities for the Issuer has a beneficial interest in any of the managed
  accounts for which it is purchasing.               

|                       |                                    |       
|---------------------- | ---------------------------------- | ------
|                      
|FORM 4C                | CORPORATE PLACEE REGISTRATION FORM | Page 1
|(as at March 11, 2004) |                                    |       

---



- 2 

|   |                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------
|4. | If the answer to 2(a)
  above was No, please provide the names and addresses of control persons of
  the Placee:

|Name                       | City                                  | Province
  or State                   | Country                              
|-------------------------- | ------------------------------------- | ------------------------------------- | -------------------------------------
|__________________________ | _____________________________________ | _____________________________________ | _____________________________________
|__________________________ | _____________________________________ | _____________________________________ | _____________________________________
|__________________________ | _____________________________________ | _____________________________________ | _____________________________________
|__________________________ | _____________________________________ | _____________________________________ | _____________________________________

The undersigned acknowledges
that it is bound by the provisions of applicable Securities Law, including
provisions concerning the filing of insider reports and reports of acquisitions
(See for example, sections 87 and 111 of the Securities
Act (British Columbia) and sections 176 and 182 of the Securities Act (Alberta).

Acknowledgement - Personal Information

Personal Information means
any information about an identifiable individual, and includes information
contained in sections 1, 2 and 4, as applicable, of this Form.

The undersigned hereby
acknowledges and agrees that it has obtained the express written consent of
each individual to:

|    |                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the disclosure of Personal
  Information by the undersigned to the Exchange (as defined in Appendix 6B)
  pursuant to this Form; and                                                   
|    |                                                                                                                                                                                        
|(b) | the collection, use and
  disclosure of Personal Information by the Exchange for the purposes described
  in Appendix 6B or as otherwise identified by the Exchange, from time to time.

|Dated
  at _____________________________________________ | on ___________________________________________________.
|-------------------------------------------------------- | -------------------------------------------------------

| |                                                                  
| | -----------------------------------------------------------------
| |                                                                  
| | (Name of Purchaser -
  please print)                             
| |                                                                  
| |                                                                  
| | (Authorized Signature)                                           
| |                                                                  
| |                                                                  
| | (Official Capacity -
  please print)                             
| |                                                                  
| |                                                                  
| | (please print name of
  individual whose signature appears above)

THIS
IS NOT A PUBLIC DOCUMENT

|                       |                                    |       
|---------------------- | ---------------------------------- | ------
|                      
|FORM 4C                | CORPORATE PLACEE REGISTRATION FORM | Page 2
|(as at March 11, 2004) |                                    |       
|                       |                                    |       

---



SCHEDULE B

REPRESENTATION LETTER
(FOR ACCREDITED INVESTORS)

|    |                                          
|--- | -----------------------------------------
|TO: | Austral
  Pacific Energy Ltd. (Austral)

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

|   |                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The Subscriber is
  purchasing the Shares as principal for its own account or is deemed to be
  acting as principal pursuant to National Instrument 45-106 entitled
  Properties and Registration Exemptions (NI
  45-106);
|   |                                                                                                                                                                                                                                
|2. | The Subscriber is an
  accredited investor within the meaning of NI 45-106 by virtue of satisfying
  the indicated criterion as set out in Appendix A to this Representation
  Letter; and                                 
|   |                                                                                                                                                                                                                                
|3. | Upon execution of this
  Schedule B by the Subscriber, this Schedule B shall be incorporated into and
  form a part of the Subscription Agreement.                                                                             

|                         |       | 
|------------------------ | ----- | 
|Dated: ________________, | 2006. | 

| |                         
| | ------------------------
| |                         
| | Print name of Subscriber
| |                         
| | By:                     
| |                         
| |                         
| |                         
| |                         
| |                         
| |                         
| |                         
| |                         

IMPORTANT: PLEASE INITIAL APPENDIX A ON THE NEXT
PAGE

---



APPENDIX A
TO SCHEDULE B

|                                                       |                                                                                                                                                                                                                                                                                                                                                                 |                                                                                      
|------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------
|Accredited
  Investor- (defined
  in NI 45-106) means:
|                                                      
|o                                                      | (a) an individual who,
  either alone or with a spouse, beneficially owns, directly or indirectly,
  financial assets having an aggregate realizable value that before taxes, but
  net of any related liabilities, exceeds $1,000,000;                                                                                                                        
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|o                                                      | (b) an individual whose
  net income before taxes exceeded $200,000 in each of the 2 most recent
  calendar years or whose net income before taxes combined with that of a
  spouse exceeded $300,000 in each of the 2 most recent calendar years and who,
  in either case, reasonably expects to exceed that net income level in the
  current calendar year;
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|o                                                      | (c) an individual who,
  either alone or with a spouse, has net assets of at least $5,000,000;                                                                                                                                                                                                                                                                 
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|o                                                      | (d) a person, other than
  an individual or investment fund, that has net assets of at least $5,000,000
  as shown on its most recently prepared financial statements;                                                                                                                                                                                         
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|o                                                      | (e) a person in respect of
  which all of the owners of interests, direct, indirect or beneficial, except
  the voting securities required by law to be owned by directors, are persons
  that are accredited investors;                                                                                                                                       
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|o                                                      | (f) a Canadian financial
  institution, or a Schedule III bank;                                                                                                                                                                                                                                                                                                
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|o                                                      | (g) the Business
  Development Bank of Canada incorporated under the Business Development Bank of Canada Act(Canada);                                                                                                                                                                                                                                          
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|o                                                      | (h) a subsidiary of any
  person referred to in paragraphs (f) or (g), if the person owns all of the
  voting securities of the subsidiary, except the voting securities required by
  law to be owned by directors of that subsidiary;                                                                                                                        
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|o                                                      | (i) a person registered
  under the securities legislation of a jurisdiction of Canada as an adviser or
  dealer, other than a person registered solely as a limited market dealer
  under one or both of the Securities Act(Ontario)
  or the Securities Act(Newfoundland
  and Labrador);                                                                    
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|o                                                      | (j) an individual
  registered or formerly registered under the securities legislation of a
  jurisdiction of Canada as a representative of a person referred to in
  paragraph (i);                                                                                                                                                                           
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|o                                                      | (k) the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of
Canada or a jurisdiction of Canada;                                                                                                                                                                                     
|                                                      
|o                                                      | (l) a municipality, public
  board or commission in Canada and a metropolitan community, school board, the
  Comité de gestion de la taxe scolaire de lîle de Montréal or an
  intermunicipal management board in Québec;                                                                                                                                     
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|o                                                      | (m) any national, federal,
  state, provincial, territorial or municipal government of or in any foreign
  jurisdiction, or any agency of that government;                                                                                                                                                                                                     
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|o                                                      | (n) a pension fund that is
  regulated by either the Office of the Superintendent of Financial
  Institutions (Canada) or a pension commission or similar regulatory authority
  of a jurisdiction of Canada;                                                                                                                                                  
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|o                                                      | (o) an investment fund
  that distributes or has distributed its securities only to                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                
|                                                       |                                                                                                                                                                                                                                                                                                                                                                 | (i) a person that is or
  was an accredited investor at the time of the distribution;

---



- 2 -

|                          |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                       
|------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                          |                                                                                                                                                                                                                                                                                                                                                         | (ii)                                                                                                                                                                                                                                                                                                                                   | a person that acquires or
  acquired securities in the circumstances referred to in Sections 2.10 [Minimum amount investment], and 2.19 [Additional
investment in investment funds]
  of NI 45-106; OR
|                          |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                       
|                          |                                                                                                                                                                                                                                                                                                                                                         | (iii)                                                                                                                                                                                                                                                                                                                                  | a person described in
  paragraph (i) or (ii) that acquires or acquired securities under Section 2.18
  [Investment fund reinvestment]
  of NI 45-106;                                                
|                          |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                       
|o                         | (p) an investment fund
  that distributes or has distributed securities under a prospectus in a
  jurisdiction of Canada for which the regulator or, in Québec, the securities
  regulatory authority, has issued a receipt;                                                                                                                           
|                          |                                                                                                                                                                                                                                                                                                                                                        
|o                         | (q) a trust company or
  trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act(Canada) or
  under comparable legislation in a jurisdiction of Canada or a foreign
  jurisdiction, acting on behalf of a fully managed account managed by the
  trust company or trust corporation, as the case may be;
|                          |                                                                                                                                                                                                                                                                                                                                                        
|o                         | (r) a person acting on
  behalf of a fully managed account managed by that person, if that person                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                        
|                          |                                                                                                                                                                                                                                                                                                                                                         | (i)                                                                                                                                                                                                                                                                                                                                    | is registered or
  authorized to carry on business as an adviser or the equivalent under the
  securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
  and                    
|                          |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                       
|                          |                                                                                                                                                                                                                                                                                                                                                         | (ii)                                                                                                                                                                                                                                                                                                                                   | in Ontario, is purchasing
  a security that is not a security of an investment fund;                                                                                                                  
|                          |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                       
|o                         | (s) a registered charity
  under the Income Tax Act(Canada)
  that, in regard to the trade, has obtained advice from an eligibility adviser
  or an adviser registered under the securities legislation of the jurisdiction
  of the registered charity to give advice on the securities being traded;                                                 
|                          |                                                                                                                                                                                                                                                                                                                                                        
|o                         | (t) an entity organized in
  a foreign jurisdiction that is analogous to any of the entities referred to
  in paragraphs (f) to (i) or paragraph (n) in form and function;                                                                                                                                                                             
|                          |                                                                                                                                                                                                                                                                                                                                                        
|o                         | (u) an investment fund
  that is advised by a person registered as an adviser or a person that is
  exempt from registration as an adviser; OR                                                                                                                                                                                                         
|                          |                                                                                                                                                                                                                                                                                                                                                        
|o                         | (v) a person that is recognized
  or designated by the securities regulatory authority or, except in Ontario
  and Québec, the regulator as                                                                                                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                        
|                          |                                                                                                                                                                                                                                                                                                                                                         | (i)                                                                                                                                                                                                                                                                                                                                    | an accredited investor; or                                                                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                       
|                          |                                                                                                                                                                                                                                                                                                                                                         | (ii)                                                                                                                                                                                                                                                                                                                                   | an exempt purchaser in
  Alberta or British Columbia after NI 45-106 comes into force;                                                                                                                
|                          |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                       
|and for purposes hereof:.
|                         
|(a)                       | Canadian financial institution means                                                                                                                                                                                                                                                                                                                 
|                          |                                                                                                                                                                                                                                                                                                                                                        
|                          | (i)                                                                                                                                                                                                                                                                                                                                                     | an association governed by
  the Cooperative Credit Associations Act(Canada)
  or a central cooperative credit society for which an order has been made
  under section 473(1) of the Cooperative
  Credit Associations Act(Canada), or                                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                       
|                          | (ii)                                                                                                                                                                                                                                                                                                                                                    | a bank, loan corporation,
  trust company , trust corporation, insurance company, treasury branch, credit
  union, caisse populaire, financial services cooperative, or league that, in
  each case, is authorized by an enactment of Canada or a jurisdiction of
  Canada to carry on business in Canada or a jurisdiction of Canada;
|                          |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                       
|(b)                       | control personhas
  the meaning ascribed to that term in securities legislation except Ontario
  where control person means any person that holds or is one of a combination
  of persons that hold                                                                                                                                                
|                          |                                                                                                                                                                                                                                                                                                                                                        
|                          | (i)                                                                                                                                                                                                                                                                                                                                                     | a sufficient number of any
  of the securities of an issuer so as to affect materially the control of the
  issuer, or                                                                                                                                                                                                                

---



- 3 -

|    |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (ii)                                                                                                                                                                                                                                                                                          | more than 20% of the
  outstanding voting securities of an issuer except where there is evidence
  showing that the holding of those securities does not affect materially the
  control of that issuer;     
|   
|(c) | eligibility advisermeans
  a person that is registered as an investment dealer or in an equivalent
  category of registration under the securities legislation of the jurisdiction
  of a purchaser and authorized to give advice with respect to the type of
  security being distributed;
|    |                                                                                                                                                                                                                                                                                              
|(d) | executive officermeans,
  for an issuer, an individual who is                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                              
|    | (i)                                                                                                                                                                                                                                                                                           | a chair, vice-chair or
  president,                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                          | a vice-president in charge
  of a principal business unit, division or function including sales, finance
  or production,                                                                                    
|    |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                              
|    | (iii)                                                                                                                                                                                                                                                                                         | an officer of the issuer or any of its
  subsidiaries and who performs a policy-making function in respect of the
  issuer, or                                                                               
|    |                                                                                                                                                                                                                                                                                              
|    | (iv)                                                                                                                                                                                                                                                                                          | performing a policy-making
  function in respect of the issuer;                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                              
|(e) | financial assetsmeans
  (i) cash, (ii) securities or (iii) a contract of insurance, a deposit or an
  evidence of a deposit that is not a security for the purposes of securities
  legislation;                                                                                           
|    |                                                                                                                                                                                                                                                                                              
|(f) | founder
  means,in respect of an issuer,
  a person who,                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                              
|    | (i)                                                                                                                                                                                                                                                                                           | acting alone, in
  conjunction or in concert with one or more persons, directly or indirectly,
  takes the initiative in founding, organizing or substantially reorganizing
  the business of the issuer, and
|    |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                          | at the time of the trade is
  actively involved in the business of the issuer;                                                                                                                               
|    |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                              
|(g) | fully managed accountmeans an account of a client for which a
  person makes the investment decisions if that person has full discretion to
  trade in securities for the account without requiring the clients express
  consent to a transaction;                                       
|    |                                                                                                                                                                                                                                                                                              
|(h) | investment fundhas
  the meaning ascribed thereto in National Instrument 81-106 - Investment Fund Continuous Disclosure;                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                              
|(i) | personincludes                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                              
|    | (i)                                                                                                                                                                                                                                                                                           | an individual,                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                          | a corporation,                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                              
|    | (iii)                                                                                                                                                                                                                                                                                         | a partnership, trust, fund and an
  association, syndicate, organization or other organized group of persons,
  whether incorporated or not, and                                                             
|    |                                                                                                                                                                                                                                                                                              
|    | (iv)                                                                                                                                                                                                                                                                                          | an individual or other
  person in that persons capacity as a trustee, executor, administrator or
  personal or other legal representative;                                                                 
|    |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                              
|(j) | related liabilitiesmeans                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                              
|    | (i)                                                                                                                                                                                                                                                                                           | liabilities incurred or assumed
  for the purpose of financing the acquisition or ownership of financial
  assets, or                                                                                        
|    |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                          | liabilities that are
  secured by financial assets.                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                              
|(k) | spousemeans,
  an individual who,                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                              
|    | (i)                                                                                                                                                                                                                                                                                           | is married to another
  individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other
  individual,                                                         
|    |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                          | is living with another
  individual in a marriage-like relationship, including a marriage-like
  relationship between individuals of the same gender, or                                                     

---



- 4 -

|                                |                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                             
|------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                | (iii)                                                                                                                                                              | in Alberta, is an
  individual referred to in paragraph (i) or (ii) immediately above or is an
  adult interdependent partner within the meaning of the Adult Interdependent Relationships Act(Alberta);
  and                                                                                                                                              
|                                |                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                             
|(l)                             | subsidiary means an issuer that is controlled directly or indirectly by another
  issuer and includes a subsidiary of that subsidiary;                          
|                                |                                                                                                                                                                   
|Affiliated Entities and Control
|                               
|1.                              | An issuer is considered to
  be an affiliate of another issuer if one of them is a subsidiary of the other,
  or if each of them is controlled by the same person.
|                                |                                                                                                                                                                   
|2.                              | A person (first person) is
  considered to control another person (second person) if                                                                              
|                                |                                                                                                                                                                   
|                                | (a)                                                                                                                                                                | the first person, directly
  or indirectly, beneficially owns or exercises control or direction over
  securities of the second person carrying votes which, if exercised, would
  entitle the first person to elect a majority of the directors of the second
  person, unless the first person holds the voting securities only to secure an
  obligation,
|                                |                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                             
|                                | (b)                                                                                                                                                                | the second person is a
  partnership, other than a limited partnership, and the first person holds
  more than 50% of the interests in the partnership, or                                                                                                                                                                                                  
|                                |                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                             
|                                | (c)                                                                                                                                                                | the second person is a
  limited partnership and the general partner of the limited partnership is the
  first person.                                                                                                                                                                                                                                      

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SCHEDULE C

CERTIFICATE OF U.S. PURCHASER

This form must be completed by United States
investors.

A United States investor
is any person in the United States or any U.S. person as defined in
Regulation S under the United States Securities Act of 1933, as amended. This
will include (a) any natural person resident in the United States; (b) any
partnership or corporation organized or incorporated under the laws of the
United States; (c) any trust of which any trustee is a U.S. person; (d) any
partnership or corporation organized outside the United States by a U.S. person
principally for the purpose of investing in securities not registered under the
U.S. Securities Act of 1933, unless it is organized or incorporated, and owned,
by accredited investors who are not natural persons, estates or trusts; (e) any
estate of which any executor or administrator is a U.S. person.

|                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. The Investor covenants,
  represents and warrants to Austral Pacific
  Energy Ltd. (the Issuer) that:
|                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                           | (a) it understands that
  the Shares have not been and will not be registered under the U.S. Securities
  Act and that the sale contemplated hereby is being made in reliance on the
  exemption from such registration requirement provided by Rule 506 of
  Regulation D;                                                                                                                                                                                                                                                                                                                                           
|                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                           | (b) it acknowledges that
  it has not purchased the Shares as a result of any form of general
  solicitation or general advertising, including advertisements, articles,
  notices or other communications published in any newspaper, magazine or
  similar media or broadcast over radio, or television, or any seminar or
  meeting whose attendees have been invited by general solicitation or general
  advertising;                                                                                                                                                                                            
|                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                           | (c) it understands and
  agrees that there may be material tax consequences to the Investor of an
  acquisition, disposition or exercise of any of the Shares. The Issuer gives
  no opinion and makes no representation with respect to the tax consequences
  to the Investor under United States, state, local or foreign tax law of the
  undersigneds acquisition or disposition of such securities. In particular,
  no determination has been made whether the Issuer will be a passive foreign
  investment company (PFIC) within the meaning of Section 1291 of the United States Internal Revenue Code;
|                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                           | (d) it understands and agrees
  that the financial statements of the Issuer have been prepared in accordance
  with Canadian generally accepted accounting principles, which differ in some
  respects from United States generally accepted accounting principles, and
  thus may not be comparable to financial statements of United States
  companies;                                                                                                                                                                                                                                                            
|                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                           | (e) it understands and
  acknowledges that upon the issuance thereof, and until such time as the same
  is no longer required under the applicable requirements of the U.S.
  Securities Act or applicable state securities laws and regulations, the
  certificates representing the Shares will bear a legend in substantially the
  following form:                                                                                                                                                                                                                                                                
|                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The securities
  represented hereby have not been and will not be registered under the United
  States Securities Act of 1933, as amended (the U.S. Securities Act). The
  holder hereof, by purchasing such securities, agrees for the benefit of the
  Issuer that such securities may be offered, sold, pledged or otherwise
  transferred only (a) to the Issuer, (b) outside the United States in
  accordance with Rule 904 of Regulation S under the U.S. Securities Act if
  applicable, (c) inside the United Sates (1) pursuant to the exemption from
  the registration requirements under the U.S. Securities Act provided by Rule
  144 thereunder, if available, and in accordance with applicable State
  securities laws, or (2) in a transaction that does not require registration
  under the U.S. Securities Act or any applicable State laws and regulations
  governing the offer and sale of securities, and the holder has prior to such
  sale furnished to the Issuer an opinion of counsel or other evidence of
  exemption in form and substance reasonably satisfactory to Austral. Provided

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- 2 -

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | that if Austral is a
  foreign issuer as that term is defined by Regulation S of the U.S.
  Securities Act at the time of sale, a new certificate bearing no restrictive
  legend, delivery of which will constitute Good Delivery may be obtained
  form the transfer agent, upon delivery of this certificate and a duly executed
  declaration, in form satisfactory to Austral and its transfer agent, to the
  effect that the sale of the securities represented hereby is being made in
  compliance with Rule 904 of Regulation S under the U.S. Securities Act.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | If the Issuer is a foreign
  issuer within the meaning of Regulation S under the U.S. Securities Act at
  the time of sale, a new certificate, which will constitute good delivery,
  will be made available to the Investor upon provision by the Investor to the
  transfer agent of a declaration (in the form attached as Appendix A) that
  the sale of the securities represented thereby is being made in compliance
  with Rule 904 of Regulation S under the U.S. Securities Act.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) it consents to the
  Issuer making a notation on its records or giving instruction to the
  registrar and transfer agent of the Issuer in order to implement the
  restrictions on transfer set forth and described herein;                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) if an individual, it
  is a resident of the state or other jurisdiction listed in its address on the
  signature page of the Subscription Agreement, or if the Investor is not an
  individual, the office of the Investor at which the Investor received and
  accepted the offer to purchase the Issuers Shares is the address listed on
  the signature page of the Subscription Agreement.                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) it has such knowledge
  and experience in financial and business matters as to be capable of
  evaluating the merits and risks of an investment in the Shares and it is able
  to bear the economic risk of loss of its entire investment;                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i) the Issuer has
  provided to it the opportunity to ask questions and receive answers
  concerning the terms and conditions of the offering and it has had access to
  such information concerning the Issuer as it has considered necessary or
  appropriate in connection with its investment decision to acquire the Shares;                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (j) it is acquiring the
  Shares for its own account, for investment purposes only and not with a view
  to any resale, distribution or other disposition of the Shares in violation
  of the United States securities laws;                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (k) if it decides to
  offer, sell or otherwise transfer any of the Shares, it will not offer, sell
  or otherwise transfer any of such Shares directly or indirectly, unless                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (i) the sale is to the
  Issuer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (ii) the sale is made
  outside the United States in a transaction meeting the requirements of Rule
  904 of Regulation S under the U.S. Securities Act and in compliance with
  applicable local laws and regulations;                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (iii) the sale is made
  pursuant to the exemption from the registration requirements under the U.S.
  Securities Act provided by Rule 144 thereunder and in accordance with any
  applicable state securities or Blue Sky laws; or                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (iv) the Shares are sold
  in a transaction that does not require registration under the U.S. Securities
  Act or any applicable state laws and regulations governing the offer and sale
  of securities, and, in the case of clauses (ii) or (iv) above, it has prior
  to such sale furnished to the Issuer an opinion of counsel or other evidence
  of exemption in form and substance reasonably satisfactory to the Issuer;                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (l) It is an accredited
  investor as defined in Regulation D by virtue of satisfying one or more of
  the categories indicated below (please place your initials on the appropriate
  line(s)):                                                                                                                                                                                                                                                                                              

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- 3 -

| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ----- | ------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | _____ | Category 1.  | A bank, as defined in
  Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual
  or fiduciary capacity; or                                                                                                                                                                                                                                                                                                                                                                                           
| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | _____ | Category 2.  | A savings and loan
  association or other institution as defined in Section 3(a)(5)(A) of the U.S.
  Securities Act, whether acting in its individual or fiduciary capacity; or                                                                                                                                                                                                                                                                                                                                            
| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | _____ | Category 3.  | A broker or dealer
  registered pursuant to Section 15 of the Securities
  Exchange Act of 1934; or                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | _____ | Category 4.  | An insurance company as
  defined in Section 2(13) of the U.S. Securities Act; or                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | _____ | Category 5.  | An investment company
  registered under the Investment Issuer Act
  of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | _____ | Category 6.  | A business development
  company as defined in Section 2(a)(48) of the Investment Issuer Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                   
| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | _____ | Category 7.  | A small business
  investment company licensed by the U.S. Small Business Administration under
  Section 301(c) or (d) of the Small
  Business Investment Act of 1958; or                                                                                                                                                                                                                                                                                                                                                  
| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | _____ | Category 8.  | A plan established and
  maintained by a state, its political subdivision or any agency or
  instrumentality of a state or its political subdivisions, for the benefit of
  its employees, with assets in excess of US$5,000,000; or                                                                                                                                                                                                                                                                                       
| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | _____ | Category 9.  | An employee benefit plan
  within the meaning of the Employee
  Retirement Income Security Act of 1974 in which the investment
  decision is made by a plan fiduciary, as defined in Section 3(21) of such
  Act, which is either a bank, savings and loan association, insurance company
  or registered investment advisor, or an employee benefit plan with total
  assets in excess of US$5,000,000 or, if a self-directed plan, the investment
  decisions are made solely by persons who are accredited investors; or
| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | _____ | Category 10. | A private business
  development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | _____ | Category 11. | An organization described
  in Section 501(c)(3) of the Internal Revenue
  Code, a corporation, a Massachusetts or similar business trust, or
  a partnership, not formed for the specific purpose of acquiring the Shares,
  with total assets in excess of US$5,000,000; or                                                                                                                                                                                                                                              
| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | _____ | Category 12. | A director, executive
  officer or general partner of the Issuer; or                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | _____ | Category 13. | A natural person whose
  individual net worth, or joint net worth with that persons spouse, at the
  time of this purchase exceeds US$1,000,000; or                                                                                                                                                                                                                                                                                                                                                                       
| |       |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | _____ | Category 14. | A natural person who had
  an individual income in excess of US$200,000 in each year of the two most
  recent years or joint income with that persons spouse in excess of
  US$300,000 in each of those years and has a reasonable expectation of
  reaching the same income level in the current year; or                                                                                                                                                                                                                

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- 4 -

| |       |              |                                                                                                                                                                                                                                     
| | ----- | ------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | _____ | Category 15. | A trust, with total assets
  in excess of US$5,000,000, not formed for the specific purpose of acquiring
  the securities offered, whose purchase is directed by a sophisticated person
  as described in SEC Rule 506(b)(2)(ii); or
| |       |              |                                                                                                                                                                                                                                     
| | _____ | Category 16. | An entity in which each of
  the equity owners meets the requirements of one of the above categories.                                                                                                                               

ONLY UNITED STATES INVESTORS NEED TO COMPLETE AND SIGN

| |                                          | 
| | ---------------------------------------- | 
| |                                          | 
| | Date                                     | 
| |                                          | 
| |                                          | 
| | Duly authorized signatory for
  Investor | 
| |                                          | 
| |                                          | 
| | (Print name of Investor)                 | 

---



Appendix A to

Schedule C

CERTIFICATE OF U.S. PURCHASER

Form of Declaration for Removal of Legend

|    |                                                                                            
|--- | -------------------------------------------------------------------------------------------
|TO: | Registrar and transfer
  agent for the Shares of Austral Pacific
  Energy Ltd. (Austral).

The undersigned (A)
acknowledges that the sale of the securities of Austral to which this
declaration relates is being made in reliance on Rule 904 of Regulation S under
the United States Securities Act of 1933, as amended (the U.S. Securities
Act), and (B) certifies that (1) the undersigned is not an affiliate of
Austral (as that term is defined in Rule 405 under the U.S. Securities Act);
(2) the offer of such securities was not made to a person in the United States
and either (a) at the time the buy order was originated, the buyer was outside
the United States, or the seller and any person acting on its behalf reasonably
believed that the buyer was outside the United States, or (b) the transaction
was executed on or through the facilities of the TSX and neither the seller nor
any person acting on its behalf knows that the transaction has been prearranged
with a buyer in the United States; (3) neither the seller nor any affiliate of
the seller nor any person acting on their behalf has engaged or will engage in
any directed selling efforts in the United States in connection with the offer
and sale of such securities; (4) the sale is bona fide and not for the purpose
of washing off the resale restrictions imposed because the securities are
restricted securities (as that term is defined in Rule 144(a)(3) under the U.
S. Securities Act); (5) the seller does not intend to replace such securities
with fungible unrestricted securities; and (6) the contemplated sale is not a
transaction, or part of a series of transactions, which, although in technical
compliance with Regulation S, is part of a plan or scheme to evade the
registration provisions of the U.S. Securities Act. Terms used herein have the
meanings given to them by Regulation S under the U.S. Securities Act.

|                  |        | 
|----------------- | ------ | 
|Dated ___________ | 200__. | 

| |                                                            | 
| | ---------------------------------------------------------- | 
| | X                                                          | 
| | Signature of individual
  (if Purchaser isan individual)  
| |                                                           
| | X                                                          | 
| | Authorized signatory (if
  Purchaser is not an individual)
| |                                                           
| |                                                           
| | Name of Purchaser (please print)                          
| |                                                           
| |                                                           
| | Name of authorized
  signatory (please print)             
| |                                                           
| |                                                           
| | Official capacity of
  authorized signatory (please print)

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