Exhibit 2.1.2

UNLESS PERMITTED
UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
MUST NOT TRADE THE SECURITY BEFORE APRIL 19, 2007.

WITHOUT PRIOR
WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE
SECURITIES LEGISLATION, THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE
SHARES ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF
THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A
CANADIAN RESIDENT UNTIL APRIL 19, 2007.

THIS WARRANT AND
THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES
ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT
MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE
UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES
LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE. UNITED STATES AND U.S. PERSON ARE AS DEFINED BY
REGULATION S UNDER THE U.S. SECURITIES ACT.

| |                                     
| | ------------------------------------
| | Issue Date: December
  18, 2006     
| | Expiry Date:
  December 18, 2008    
| | Hold Period
  Expiry: April 19, 2007

WARRANT
CERTIFICATE

AUSTRAL
PACIFIC ENERGY LTD.(incorporated
under laws of the British Columbia, Canada)
Level 3, 40 Johnston Street
Wellington 6011 New Zealand
Telephone: 64 44 76 2717 Fax: 64 44 76 0120

THE RIGHT TO PURCHASE COMMON SHARES UNDER
THIS WARRANT CERTIFICATE EXPIRES AT 5:00 P.M. (WELLINGTON, NEW ZEALAND TIME) ON
THE EXPIRY DATE.

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

2,500,000 Common Share Purchase Warrants

THIS IS TO CERTIFY THAT,
for value received,

INVESTEC BANK (AUSTRALIA) LIMITED
Level 31, The Chifley Tower
2 Chiefly Square
Sydney, NSW 2000

or his/her/its
lawful assignee (hereinafter called the Holder) is entitled to subscribe for
and purchase up to 2,500,000 fully paid and non-assessable common shares
without par value in the capital of AUSTRAL
PACIFIC ENERGY LTD. (hereinafter called the Issuer) at any time on
or before 5:00 p.m. (the Expiry Time) on the Expiry Date, at a price of USD$ ¿ during the 24 months following

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the Issue Date
(the Exercise Price), subject, however, to accelerated expiry and other
provisions and upon the Terms and Conditions attached hereto as Schedule A.

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

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

AUSTRAL PACIFIC ENERGY LTD.

|     |                        | 
|---- | ---------------------- | 
|Per: |                        | 
|     | Authorized
  Signatory | 

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SCHEDULE A

TERMS AND CONDITIONS
ATTACHED TO WARRANT CERTIFICATE ISSUED BYAUSTRAL PACIFIC ENERGY LTD.
(the Issuer)

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

ARTICLE 1
INTERPRETATION

Definitions

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

| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Expiry Date means
  the date described as such on the face page of the Warrant Certificate,
  subject to the provisions of §;                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) Expiry Time means
  5:00 p.m. Wellington, New Zealand time on the Expiry Date;                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) Holder means the
  registered owner of the Warrant;                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) Issuer includes a
  successor corporation;                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e) Issuers auditor
  means the accountant duly appointed as auditor of the Issuer;                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (f) Person means an individual,
  corporation, partnership, trustee or any unincorporated organization, and
  words importing persons have a similar meaning;                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (g) Shares or shares
  means common shares in the capital of the Issuer as constituted as of the
  Issue Date and any shares resulting from any event referred to in §4.7;                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (h) Warrant means a
  common share purchase warrant as evidenced by the Warrant Certificate to
  which these Warrant Terms are appended, each of which Warrant entitles the
  holder to purchase one (1) Share of the Issuer (subject to adjustment) on or
  before the Expiry Time at the Exercise Price set forth on the Warrant
  Certificate, subject to these Warrant Terms;                     
| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (i) Warrant Holder or
  Holder means the recorded holder of a Warrant;                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (j) Warrant Holders
  Request means an instrument signed in one or more counterparts by Warrant
  Holders entitled to purchase in the aggregate not less than twenty-five
  percent of the number of Shares which could be purchased pursuant to all the
  Warrants outstanding of the same issue for the time being, requesting the
  Issuer to take some action or proceeding as specified therein;
| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (k) Warrant Terms means
  the terms and conditions pertaining to the Warrants as set forth in this
  Schedule A; and                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (l) words importing the
  singular number include the plural and vice versa, and words importing the
  masculine gender include feminine and neuter genders.                                                                                                                                                                                                                                            

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Interpretation Not Affected By Headings

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

Applicable Law

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

ARTICLE 2 
ISSUE OF WARRANTS

Additional Warrants

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

Issue In Substitution For Lost Warrants

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.2 | (a) In case a Warrant
  Certificate shall become mutilated, lost, destroyed or stolen, the Issuer in
  its discretion may issue and deliver a new Warrant Certificate of like date
  and tenor as the one mutilated, lost, destroyed or stolen in exchange for,
  and in place of, and upon cancellation of such mutilated Warrant Certificate,
  or in lieu of and in substitution for such lost, destroyed or stolen Warrant
  Certificate, and the substituted Warrant Certificate shall be entitled to the
  benefit hereof and rank equally in accordance with its terms with all other
  Warrant Certificates of the same issue.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (b) The applicant for the
  issue of a new Warrant Certificate pursuant hereto shall bear the cost of the
  issue thereof and in the case of loss, destruction or theft furnish to the
  Issuer such evidence of ownership, and of loss, destruction or theft of the Warrant
  Certificate so lost, destroyed or stolen as shall be satisfactory to the
  Issuer in its discretion; and such applicant may also be required to furnish
  indemnity in amount and form satisfactory to the Issuer in its discretion and
  shall pay the reasonable charges of the Issuer in connection therewith.                                      

Warrant Holder Not A Shareholder

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

ARTICLE 3 
OWNERSHIP AND TRANSFER

Exchange Of Warrants

|    |                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 | (a) A Warrant Certificate
  in any authorized denomination may, upon compliance with the reasonable
  requirements of the Issuer, be exchanged for a Warrant Certificate(s) in any
  other authorized denomination of the same issue entitling the Holder to
  purchase an equal aggregate number of Shares at the Exercise Price and on the
  same terms as the Warrant Certificate so exchanged.

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

Charges For Exchange

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

Ownership And Transfer Of Warrants

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

Transfer Restriction for US Persons

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

Notice To Warrant Holder

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

ARTICLE 4 
EXPIRY DATE AND EXERCISE OF WARRANTS

Method Of Exercise Of Warrants

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

Effect Of Exercise Of Warrants

|    |                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.2 | (a) Upon surrender and
  payment as aforesaid, the Shares so subscribed for shall be deemed to have
  been issued, and such person shall be deemed to have become the holder of
  such Shares on the date of such surrender and payment, and such Shares shall
  be issued at the Exercise Price in effect on the date of such surrender and
  payment.

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

Subscription For Less Than Entitlement

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

Warrants For Fractions Of Shares

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

Expiration Of Warrants

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

Exercise Price

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

Adjustments

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

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

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| |     |                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | If and whenever at any
  time prior to the Expiry Time the Issuer shall:                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                         
| |     | (i) subdivide or change
  the Shares into a greater number of shares;                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                         
| |     | (ii) consolidate, reduce
  or combine the Shares into a lesser number of shares; or                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                         
| |     | (iii) issue Shares or
  Convertible Securities (such term as defined below in §(g)) to all or
  substantially all of the holders of Shares by way of a stock dividend or
  other distribution on the Shares payable in Shares or Convertible Securities;

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (any such event, a
  Capital Reorganization), the Exercise Price shall, on the effective date,
  in the case of a subdivision or consolidation, or on the record date, in the
  case of a stock dividend, be adjusted by multiplying the Exercise Price in
  effect on such effective date or record date by a fraction: (A) the numerator
  of which shall be the number of Shares outstanding immediately before giving
  effect to such Capital Reorganization; and (B) the denominator of which is
  the number of Shares outstanding immediately after giving effect to such
  Capital Reorganization. The number of Shares outstanding shall include the
  deemed conversion into or exchange for Shares of any Convertible Securities
  distributed by way of stock dividend or other such distribution. Such
  adjustment shall be made successively whenever any Capital Reorganization
  shall occur.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) Any issue of Shares or
  Convertible Securities by way of a stock dividend or other such distribution
  shall be deemed to have been made on the record date thereof for the purpose
  of calculating the number of outstanding Shares under §(d) and §(e).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) If and whenever at any
  time prior to the Expiry Time, the Issuer shall fix a record date for the
  issuance of rights, options or warrants (other than the Warrants evidenced
  hereby) to all or substantially all the holders of Shares entitling them, for
  a period expiring not more than 45 days after such record date, to subscribe
  for or purchase Shares or Convertible Securities at a price per share (or
  having a conversion or exchange price per share) of less than 95% of the Fair
  Market Value (as defined below) of the Shares on such record date (any such
  event, a Rights Offering), the Exercise Price shall be adjusted immediately
  after such record date so that it shall equal the price determined by
  multiplying the Exercise Price in effect on such record date by a fraction:                                                                               

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

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

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| |                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | To the extent that such
  Rights Offering is not so made or any such rights, options or warrants are
  not exercised prior to the expiration thereof, the Exercise Price shall then
  be readjusted to the Exercise Price which would then be in effect if such
  record date had not been fixed or if such expired rights, options or warrants
  had not been issued.
| |                                                                                                                                                                                                                                                                                                                                                                       
| | (e) If and whenever at any
  time prior to the Expiry Time, the Issuer shall fix a record date for the
  distribution to all or substantially all the holders of Shares of:                                                                                                                                                                                           

| |       |                                                                   
| | ----- | ------------------------------------------------------------------
| | (i)   | shares of any class,
  whether of the Issuer or any other company;
| |       |                                                                   
| | (ii)  | rights, options or
  warrants;                                    
| |       |                                                                   
| | (iii) | evidences of indebtedness;
  or                                   
| |       |                                                                   
| | (iv)  | other assets or property;                                         

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | and if such distribution
  does not constitute a Capital Reorganization or a Rights Offering or does not
  consist of rights, options or warrants entitling the holders of Shares to
  subscribe for or purchase Shares or Convertible Securities for a period
  expiring not more than 45 days after such record date and at a price per
  share (or having a conversion or exchange price per share) of at least 95% of
  the Fair Market Value of the Shares on such record date (any such
  non-excluded event, a Special Distribution), the Exercise Price shall be
  adjusted immediately after such record date so that it shall equal the price
  determined by multiplying the Exercise Price in effect on such record date by
  a fraction: (A) the numerator of which shall be the amount by which (1) the
  amount obtained by multiplying the number of Shares outstanding on such
  record date by the Fair Market Value of the Shares on such record date,
  exceeds (2) the aggregate fair market value (as determined by the external
  auditors of the Issuer, which determination shall be conclusive) to the
  holders of such Shares of such Special Distribution; and (B) the denominator
  of which shall be the total number of Shares outstanding on such record date
  multiplied by such Fair Market Value.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Any Shares owned by or
  held for the account of the Issuer shall be deemed not to be outstanding for
  the purpose of any such computation. Such adjustment shall be made
  successively whenever such a record date is fixed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | To the extent that such
  Special Distribution is not so made or any such rights, options or warrants
  are not exercised prior to the expiration thereof, the Exercise Price shall
  then be readjusted to the Exercise Price which would then be in effect if
  such record date had not been fixed or if such expired rights, options or
  warrants had not been issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (f) On an adjustment of
  the Exercise Price pursuant to §(b), §(d) or §(e), the number of Shares
  purchasable on exercise of the Warrants will be adjusted, effective at the
  same time as the adjustment of the Exercise Price, by multiplying the number
  of Shares so purchasable immediately before the adjustment of the Exercise
  Price by a fraction which is the reciprocal of the fraction used in the
  adjustment of the Exercise Price. To the extent that the Exercise Price is
  readjusted pursuant to §(d) or §(e), the number of Shares purchasable on
  exercise of the Warrant will be readjusted contemporaneously.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (g) For the purpose of
  this Warrant, Convertible Security means a security convertible into or
  exchangeable for a Share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (h) No adjustment pursuant
  to this Warrant Certificate shall be made in respect of dividends (payable in
  cash or Shares) declared payable on the Shares in any fiscal year of the
  Issuer to the extent that the aggregate value of such dividends, when
  aggregated with the aggregate value of any dividends previously declared
  payable on the Shares in such fiscal                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | year, do not exceed 50% of
  the aggregate consolidated net income of the Issuer, before extraordinary
  items, for its immediately preceding fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (i) In any case in which
  this Warrant Certificate shall require that an adjustment shall become
  effective immediately after a record date for an event referred to herein,
  the Issuer may defer, until the occurrence of such event, issuing to the
  Holder, upon the exercise of the Warrants evidenced hereby after such record
  date and before the occurrence of such event, the additional Shares or
  securities or other property issuable upon such exercise by reason of the
  adjustment required by such event; provided, however, that the Issuer shall
  deliver to the Holder an appropriate instrument evidencing the Holders right
  to receive such additional Shares or securities or other property upon the
  occurrence of the event requiring such adjustment and the right to receive
  any distributions made on any such additional Shares or securities or other
  property on and after such exercise.       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (j) The adjustments
  provided for in this Warrant Certificate are cumulative, shall, in the case
  of adjustments to the Exercise Price, be computed to the nearest one-tenth of
  one cent and shall apply (without duplication) to successive
  Reclassifications of Shares, Capital Reorganizations, Rights Offerings and
  Special Distributions; provided that, notwithstanding any other provision of
  this section, no adjustment of the Exercise Price shall be required unless such
  adjustment would require an increase or decrease of at least 1% of the
  Exercise Price then in effect (except upon a consolidation of the outstanding
  Shares); provided, however, that any adjustments which by reason of this
  paragraph are not required to be made shall be carried forward and taken into
  account in any subsequent adjustment.                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (k) No adjustment in the
  number of Shares which may be purchased upon exercise of the Warrants
  evidenced hereby or in the Exercise Price shall be made pursuant to this
  Warrant Certificate if the Holder is entitled to participate in such event on
  the same terms mutatis mutandis as if the Holder had exercised the Warrants
  evidenced hereby for Shares prior to the effective date or record date of
  such event.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (l) In the event of any
  question arising with respect to the adjustments provided in this Warrant
  Certificate, such question shall conclusively be determined by a firm of
  chartered accountants appointed by the Issuer and acceptable to the Holder
  (who may be the Issuers auditors). Such accountants shall have access to all
  necessary records of the Issuer and such determination shall be binding upon
  the Issuer and the Holder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (m) As a condition
  precedent to the taking of any action which would require an adjustment in
  the subscription rights pursuant to the Warrant, including the Exercise Price
  and the number of such classes of shares or other securities or property
  which are to be received upon the exercise thereof, the Issuer shall take all
  corporate action which may, in the opinion of external counsel, be necessary
  in order that the Issuer has reserved and there will remain unissued out of
  its authorized capital a sufficient number of Shares for issuance upon the
  exercise of the Warrants evidenced hereby, and that the Issuer may validly
  and legally issue as fully paid and non-assessable all the shares of such
  classes or other securities or may validly and legally distribute the
  property which the Holder is entitled to receive on the full exercise thereof
  in accordance with the provisions hereof.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (n) At least 21 days
  prior to the effective date or record date, as the case may be, of any event
  which requires an adjustment in the subscription rights pursuant to this
  Warrant Certificate, including the Exercise Price and the number and classes
  of shares or other securities or property which are to be received upon the
  exercise thereof, the Issuer shall give notice to the Holder of the
  particulars of such event and the required adjustment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

4.8 For the purpose of any
computation under these Warrant Terms, the Fair Market Value of the Shares at
any date shall be determined as the weighted average closing price per Share

---



- 8 -

of the Issuer for the 20
consecutive trading days immediately before such date on the principal stock
exchange or over-the-counter market as the Shares of the Issuer may then be
listed or quoted (as the case may be), or, if the shares in respect of which a
determination of Fair Market Value is being made are not listed on any stock exchange
or quoted for trading by a recognized over-the-counter market, the Fair Market
Value shall be determined by an independent brokerage or accounting firm
selected by the Issuer and acceptable to the Holder.

Hold Period

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

Restrictive Legend for U.S. Persons

4.10 If the company has
reason to believe the holder of this Warrant is a resident of the United
States, a U.S. Person, as defined in Regulation S of the U.S. Securities Act,
or is otherwise subject to the securities laws of the United States, any
certificates representing Warrant Shares will bear the following legend:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | THE
  SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
  STATES SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT). THE
  HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE
  COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
  ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH
  RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE
  WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED
  BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE
  STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
  REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
  LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE
  COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE
  SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY
  NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES
  IN CANADA. PROVIDED THAT THE COMPANY IS A FOREIGN ISSUER, AT THE TIME OF
  SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF
  REGULATIONS S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM THE
  TRANSFER AGENT FOR THE COMPANY UPON DELIVERY OF THIS CERTIFICATE AND A DULY
  EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND THE
  COMPANY, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE
  904 OF REGULATION S UNDER THE U.S. SECURITIES ACT. | 

ARTICLE 5
COVENANTS BY THE ISSUER

Covenants

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

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

---



- 9 -

| |                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) it will cause the
  Shares from time to time acquired pursuant to the exercise of the Warrants to
  be duly issued and delivered in accordance with the terms hereof;                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) all Shares which shall
  be issued upon exercise of the right to purchase provided for herein shall be
  fully paid and non-assessable;                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) it will use its best
  efforts to maintain its corporate existence;                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) it will use its best
  efforts to ensure that all Shares of the Issuer outstanding or issuable from
  time to time continue to be or are listed and posted for trading on the TSX
  Venture Exchange or the Toronto Stock Exchange or such other exchange
  satisfactory to the Board of Directors of the Issuer;                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                       
| | (f) it will make all
  requisite filings under applicable Canadian securities legislation including
  those necessary to remain a reporting issuer not in default in the provinces
  where it is a reporting issuer, as that term is defined in the securities
  legislation of that jurisdiction, and in any other jurisdiction in which the
  Issuer becomes a reporting issuer; and
| |                                                                                                                                                                                                                                                                                                                                                                                       
| | (g) generally, it will
  well and truly perform and carry out all of the acts or things to be done by
  it as provided herein.                                                                                                                                                                                                                                                        

ARTICLE 6 
MEETING OF WARRANT HOLDERS

Right To Convene Meeting

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

Notice

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

Chairman

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

Quorum

6.4 At any meeting of
Warrant Holders a quorum shall consist of Warrant Holders present in person or
by proxy and entitled to purchase at least twenty-five percent of the aggregate
number of shares which could be purchased pursuant to all the then outstanding
Warrants of the same issue, provided that at least two persons entitled to vote
thereat are personally present. If, at any such meeting, a quorum is not
present within half an hour after the time appointed for the meeting, then the
meeting, if convened by Warrant Holders or on a Warrant Holders Request, shall
be dissolved; but in

---



- 10 -

any other case the meeting
shall be adjourned to the same day in the next week (unless such day is a
non-business day, in which case it shall be adjourned to the next following
business day thereafter) at the same time and place. At the adjourned meeting
the Warrant Holders present in person or by proxy shall form a quorum and may transact
the business for which the meeting was originally convened.

Power To Adjourn

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

Show Of Hands

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

Poll

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

Voting

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

Regulations

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) for the use of a proxy
  or proxies to represent Warrant Holders at any such meeting and at any
  adjournment thereof, in the same manner and with the same effect as though
  the Holder was the actual bearer or holder of the Warrant specified therein;                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) for the deposit of
  voting certificates and/or instruments appointing proxies at such place and
  time as the Issuer or the Warrant Holders convening the meeting, as the case
  may be, may in the notice convening the meeting direct;                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) for the deposit of
  voting certificates and/or instruments appointing proxies at some approved
  place or places other than the place at which the meeting is to be held and
  enabling particulars of such voting certificates and/or instruments
  appointing proxies to be mailed or faxed before the meeting to the Issuer at
  the place where the same is to be held and for the voting of proxies so
  deposited as though the instruments themselves were produced at the meeting;
  and
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d) for the form of the
  instrument of proxy.                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---



- 11 -

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

Issuer May Be Represented

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

Powers Exercisable By Extraordinary Resolution

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

| |                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) power to enforce any
  of the covenants on the part of the Issuer contained in the Warrants or to
  enforce any of the rights of the Warrant Holders in any manner specified in
  such extraordinary resolution or to refrain from enforcing any such covenant
  or right;
| |                                                                                                                                                                                                                                                                               
| | (b) power to enforce any
  of the covenants on the part of the Issuer in complying with any provisions
  hereof either unconditionally or upon any conditions specified in such
  extraordinary resolution; and                                                               
| |                                                                                                                                                                                                                                                                               
| | (c) power to consent to
  any amendment of the provision of these terms and conditions proposed by the
  Issuer.                                                                                                                                                              

Meaning of Extraordinary Resolution

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

Powers Cumulative

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

Minutes

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

---



- 12 -

deemed to have been duly
convened and held, and all resolutions passed thereat or proceedings taken, to
have been duly passed and taken.

Binding Effect Of Resolutions

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

Status Of Warrant Holders

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

ARTICLE 7
MODIFICATION OF TERMS, SUCCESSORS

Modification Of Terms And Conditions For Certain Purposes

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

| |                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) giving effect to any
  proper extraordinary resolution duly passed as provided in Article 6;                                                                                                      
| |                                                                                                                                                                                                       
| | (b) adding to or altering
  the provisions hereof in respect of the registration of Warrants making
  provision for the exchange of Warrants of different denominations;                              
| |                                                                                                                                                                                                       
| | (c) for any other purpose
  not inconsistent with the terms hereof, including the correction or
  rectification of any ambiguities, defective provisions, errors or omissions
  herein; and           
| |                                                                                                                                                                                                       
| | (d) to evidence any
  succession of any corporation and the assumption by any successor of the
  covenants of the Issuer herein and in the Warrants contained as provided
  hereafter in this Article.

Issuer May Amalgamate, Etc. On Certain Terms

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

Creation and Issuance of Additional Securities Not Restricted

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

---



APPENDIX A

INSTRUCTIONS TO WARRANT HOLDERS

TO EXERCISE:

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

TO TRANSFER:

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

|    |                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the Form of Transfer
  attached as Appendix C;                                                                                                      
|    |                                                                                                                                                     
|(b) | the Warrant; and                                                                                                                                    
|    |                                                                                                                                                     
|(c) | such other certificates or
  opinions as the Issuer may request in writing, if any, to evidence compliance
  with applicable securities legislation.

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

GENERAL:

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

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

The address of the Issuer is
as follows:

| |                                                               
| | --------------------------------------------------------------
| | Austral Pacific Energy
  Ltd.                                 
| |                                                               
| | Level 3, 40 Johnston
  Street
  Wellington, 6011
  New Zealand
| |                                                               
| | Fax: 64 44 76 0120                                            
| |                                                               
| | Attention: The Secretary                                      

---



APPENDIX BWARRANT EXERCISE FORM

|    |                                                         
|--- | --------------------------------------------------------
|To: | AUSTRAL PACIFIC ENERGY
  LTD. (also the Company)      
|    |                                                         
|    | Level 3, 40 Johnston Street                             
|    | Wellington 6011                                         
|    | New Zealand                                             
|    |                                                         
|    | Telephone: 66 44 76
  2717          Fax: 64 44 76
  0120

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

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

|     |     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|____ | (a) | The undersigned:                                                                                                                                                                                                                                     
|     |     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |     | (i)                                                                                                                                                                                                                                                   | is not a U.S. person or a
  person within the United States (as such terms are defined in Regulation S
  under the Securities Act of 1933 (the U.S.
  Securities Act);                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |     | (ii)                                                                                                                                                                                                                                                  | is not exercising the
  Warrants on behalf of a U.S. person or any person within the United States;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |     | (iii)                                                                                                                                                                                                                                                 | was not in the United
  States at the time any offer to exercise the Warrants was received or at the
  time that the Warrants were exercised; OR                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|____ | (b) | The undersigned:                                                                                                                                                                                                                                     
|     |     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |     | (i)                                                                                                                                                                                                                                                   | purchased the units of
  which the Warrants comprised a part (the Units) directly from the Company
  for its own account or the account of another U.S. Accredited Investor
  pursuant to a written subscription agreement for the purchase of the Units;                                                                                                                                                                                                                                                                                                                                                                   
|     |     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |     | (ii)                                                                                                                                                                                                                                                  | is exercising the Warrants
  solely for its own account or the account of such other U.S. Accredited
  Investor; (iii) is a U.S. Accredited Investor, as defined in Rule 501(a) of
  Regulation D of the Securities Act of 1933, both on the date the Units were
  purchased from the Company and on the date of the exercise of the Warrants;
  and (iv) if the Warrants are being exercised on behalf of another person,
  represents, warrants and certifies such person was a U.S. Accredited
  Investor, both on the date the Units were purchased from the Company and on
  the date of the exercise of the Warrants; OR
|     |     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|____ | (c) | The undersigned is
  tendering with this exercise form a written opinion of counsel or other
  evidence satisfactory to them to the effect that the common shares to be
  delivered upon exercise of this Warrant have been registered under the U.S.

---



- 2 -

| |  |                                                                                                                                      | 
| |  | ------------------------------------------------------------------------------------------------------------------------------------ | 
| |  | Securities Act and the
  Securities laws of all applicable States of the United States or are exempt
  from registration thereunder;

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

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

| |                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | Unless permitted under
  applicable Canadian securities legislation, the holder of this security must
  not trade the security before April 19, 2007.

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

|    |                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | It has such knowledge and
  experience in financial and business matters as to be capable of evaluating
  the merits and risks of an investment in the Warrant Shares and it is able to
  bear the economic risk of loss of its entire investment.                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                          
|(b) | The Company has provided
  to it the opportunity to ask questions and receive answers concerning the
  terms and conditions of the offering and it has had access to such
  information concerning the Company as it has considered necessary or
  appropriate in connection with its investment decision to acquire the Warrant
  Shares.               
|    |                                                                                                                                                                                                                                                                                                                                                          
|(c) | It is acquiring the
  Warrant Shares for its own account, for investment purposes only and not with
  a view to any resale, distribution or other disposition of the Warrant Shares
  in violation of the United States securities laws.                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                          
|(d) | It understands the Warrant
  Shares have not been and will not be registered under the United States
  Securities Act of 1933, as amended (the U.S. Securities Act) or the securities
  laws of any state of the United States and that the sale contemplated hereby
  is being made in reliance on an exemption from such registration
  requirements.
|    |                                                                                                                                                                                                                                                                                                                                                          
|(d) | If the undersigned is an
  individual (that is, a natural person and not a corporation, partnership,
  trust or other entity), then it satisfies one or more of the categories
  indicated below (please place an X on the appropriate lines):                                                                                                         

| |             |                                                                                                                                                                                                                                                                                                      
| | ----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ___________ | A natural person whose
  individual net worth, or joint net worth with that persons spouse, at the
  date of this Certification exceeds US $1,000,000;                                                                                                                                              
| | ___________ | A natural person who had
  an individual income in excess of US $200,000 in each of the two most recent
  years or joint income with that persons spouse in excess of US $300,000 in
  each of those years and has a reasonable expectation of reaching the same
  income level in the current year;

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

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

---



- 3 -

| |             |                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ___________ | A trust that (a) has total
  assets in excess of US $5,000,000, (b) was not formed for the specific
  purpose of acquiring the Warrant Shares and (c) is directed in its purchases
  of securities by a person who has such knowledge and experience in financial
  and business matters that he/she is capable of evaluating the merits and
  risks of an investment in the Warrant Shares;
| | ___________ | An investment company
  registered under the Investment Company Act of 1940 or a business development
  company as defined in Section 2(a)(48) of that Act;                                                                                                                                                                                                                                 
| | ___________ | A Small Business
  Investment Company licensed by the U.S. Small Business Administration under
  Section 301(c) or (d) of the Small Business Investment Act of 1958;                                                                                                                                                                                                                        
| | ___________ | A private business
  development company as defined in Section 202(a)(22) of the Investment
  Advisors Act of 1940; or                                                                                                                                                                                                                                                                      
| | ___________ | An entity in which all of
  the equity owners satisfy the requirements of one or more of the foregoing
  categories.                                                                                                                                                                                                                                                                        

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | It has not exercised the
  Warrants as a result of any form of general solicitation or general
  advertising, including advertisements, articles, notices or other
  communications published in any newspaper, magazine or similar media or
  broadcast over radio, television or other form of telecommunications, or any
  seminar or meeting whose attendees have been invited by general solicitation
  or general advertising.                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(g) | If it decides to offer,
  sell or otherwise transfer any of the Warrant Shares, it will not offer, sell
  or otherwise transfer any of such Warrant Shares directly or indirectly,
  unless:                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the sale is to the
  Company;                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the sale is made outside
  the United States in a transaction meeting the requirements of Rule 904 of
  Regulation S under the U.S. Securities Act and in compliance with applicable
  local laws and regulations;                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                    
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the sale is made pursuant
  to the exemption from the registration requirements under the U.S. Securities
  Act provided by Rule 144 thereunder and in accordance with any applicable
  state securities or blue sky laws; or                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                    
|    | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the Warrant Shares are
  sold in a transaction that does not require registration under the U.S.
  Securities Act or any applicable state laws and regulations governing the
  offer and sale of securities, and it has prior to such sale furnished to the
  Company an opinion of counsel reasonably satisfactory to the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                    
|(h) | It understands that the
  Warrant Shares are restricted securities under applicable federal
  securities laws and that the U.S. Securities Act and the rules of the SEC
  provide in substance that the undersigned may dispose of the Warrant Shares
  only pursuant to an effective registration statement under the U.S.
  Securities Act or an exemption therefrom, and the undersigned understands
  that the Company has no obligation to register any of the Warrant Shares or
  to take action so as to permit sales pursuant to the U.S. Securities Act
  (including Rule 144 thereunder).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(i) | The certificates
  representing the Warrant Shares (and any certificates issued in exchange or
  substitution for the Securities) will bear the following legend:                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                                                                                                                                                                                                                                                                                                                               | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | THE
  SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
  STATES SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT). THE
  HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE
  COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
  ONLY | 

---



- 4 -

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (A) TO THE
  COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
  REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE WITH THE
  EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE
  144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE
  SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
  UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND,
  IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN
  OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY
  TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT
  CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
  CANADA. PROVIDED THAT THE COMPANY IS A FOREIGN ISSUER, A NEW CERTIFICATE
  BEARING NO LEGEND MAY BE OBTAINED FROM THE TRANSFER AGENT FOR THE COMPANY
  UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM
  SATISFACTORY TO THE TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT SUCH
  SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
  SECURITIES ACT. | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | If the Company is a
  foreign Company with no substantial U.S. market interest (all within the
  meaning of Regulation S under the U.S. Securities Act) at the time of sale, a
  new certificate will be made available to the undersigned upon provision by
  the undersigned of a declaration in the form attached as Appendix A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|    |                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(j) | It understands and agrees
  that the financial statements of the Company have been prepared in accordance
  with Canadian generally accepted accounting principles, which differ in some
  respects from United States generally accepted accounting principles, and
  thus may not be comparable to financial statements of United States
  companies.
|    |                                                                                                                                                                                                                                                                                                                                                        
|(k) | It consents to the Issuer
  making a notation on its records or giving instructions to any transfer agent
  of the Issuer in order to implement the restrictions on transfer set forth
  and described in this Warrant Exercise Form.                                                                                                                  

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

|                                                                                                                                                                                                                                                                    |  |                                     |  |                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- |  | ------------------------------
|Names(s)
  in Full                                                                                                                                                                                                                                                  |  | Address(es)
  (Include Postal Code) |  | Number(s)
  of
  Common Shares
|                                                                                                                                                                                                                                                                    |  |                                     |  |                               
|                                                                                                                                                                                                                                                                    |  |                                     |  |                               
|                                                                                                                                                                                                                                                                    |  |                                     |  |                               
|                                                                                                                                                                                                                                                                    |  |                                     |  |                               
|                                                                                                                                                                                                                                                                    |  |                                     |  |                               
|(Please print full name in
  which share certificates are to be issued. If any shares are to be issued to
  a person or persons other than the Warrantholder, the Warrantholder must pay
  to the Trustee all exigible transfer taxes or other government charges.)

DATED this _____ day of
____________________, _____.

(If Common Shares are being
registered to other 
than the registered warrantholder, a signature 
guarantee by a bank or brokerage house is required. 
New Zealand residents may have their signatures 
guaranteed by a Notary Public.)

|                         |  |                         
|------------------------ |  | ------------------------
|                         |  |                         
|Signature Guaranteed By: |  | Signature of Subscriber*

---



- 5 -

| |                                              
| | ---------------------------------------------
| |                                              
| | Name of Subscriber                           
| |                                              
| |                                              
| |                                              
| |                                              
| | Address of Subscriber
  (Include Postal Code)

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

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

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

---



APPENDIX A TO WARRANT EXERCISE FORM

|    |                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------
|TO: | ______________________________
  as registrar and transfer Agent for the common shares of Austral Pacific
  Energy Ltd. (the Company).

The undersigned (A)
acknowledges that the sale of the ____________________ represented by
certificate number _______________, to which this declaration relates, is being
made in reliance on Rule 904 of Regulation S under the United States Securities
Act of 1933, as amended (the U.S. Securities Act), and (B) certifies that (1)
the undersigned is not an affiliate (as defined in Rule 405 under the U.S.
Securities Act) of the Company or a distributor, as defined in Regulation S,
or an affiliate of a distributor; (2) the offer of such securities was not
made to a person in the United States and either (a) at the time the buy order
was originated, the buyer was outside the United States, or the seller and any
person acting on its behalf reasonably believe that the buyer was outside the
United States, or (b) the transaction was executed on or through the facilities
of a designated offshore securities market within the meaning of Rule 902(b)
under the U.S. Securities Act, and neither the seller nor any person acting on
its behalf knows that the transaction has been prearranged with a buyer in the
United States; (3) neither the seller nor any person acting on its behalf
engaged in any directed selling efforts in connection with the offer and sale
of such securities; (4) the sale is bona fide and not for the purpose of
washing off the resale restrictions imposed because the securities are
restricted securities (as such term is defined in Rule 144(a)(3) under the
U.S. Securities Act); (5) the seller does not intend to replace the securities
sold in reliance on Rule 904 of the U.S. Securities Act with fungible
unrestricted securities; and (6) the contemplated sale is not a transaction, or
part of a series of transactions which, although in technical compliance with
Regulation S, is part of a plan or a scheme to evade the registration
provisions of the U.S. Securities Act. Terms used herein have the meanings
given to them by Regulation S under the U.S. Securities Act.

|    |           |  |        | 
|--- | --------- |  | ------ | 
|By: |           |  | Dated: | 
|    |           |  |        | 
|    | Signature |  |        | 

|                    |  |  |  | 
|------------------- |  |  |  | 
|Name (please print) |  |  |  | 
|                    |  |  |  | 

Affirmation by Sellers Broker-Dealer

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

|      |                    | 
|----- | ------------------ | 
|      |                    | 
|      | Name of Firm       | 
|      |                    | 
|By:   |                    | 
|      |                    | 
|      | Authorized officer | 
|      |                    | 
|Date: |                    | 
|      |                    | 

---



APPENDIX C

FORM OF TRANSFER

|    |                                                                
|--- | ---------------------------------------------------------------
|To: | AUSTRAL PACIFIC ENERGY
  LTD. (also the Company)             
|    |                                                                
|    | Level 3, 40 Johnston
  Street 
  Wellington 6011 
  New Zealand
|    |                                                                
|    | Telephone: 66 44 76
  2717          Fax: 64 44 76
  0120       
|    |                                                                
|    | Attention: The Secretary                                       

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

DATED
this ______ day of _______________, 200__.

|                                                                           |  |                                                                                                  
|-------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------
|                                                                           |  |                                                                                                  
|Signature Guaranteed
  (See instructions to Warrant Holders on Appendix A) |  | Signature of Warrant
  Holder (to be the same as appears on the face of this Warrant Certificate)

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

---