MNP Petroleum Corporation: Exhibit 10.1 - Filed by newsfilecorp.com





 

 

MNP PETROLEUM CORP. 

and 

STICHTING VB VAGOBEL 

	 
	PRIVATE PLACEMENT AGREEMENT 
	 
	November 29, 2014 
	 


 

 




TABLE OF CONTENTS 

	ARTICLE
      1 INTERPRETATION 	1
      
	1.1
      	Defined
      Terms. 	1
      
	1.2
      	Headings,
      etc. 	1
      
	1.3
      	Gender
      and Number. 	1
      
	1.4
      	Currency
      	1
      
	1.5
      	Numerical
      Expressions. 	1
      
	1.6
      	Certain
      Phrases. 	1
      
	1.7
      	Statutory
      References. 	2
      
	1.8
      	Schedules
      	2
      
	  	  	  
	ARTICLE
      2 ISSUE AND SALE OF THE SECURITIES 	2
      
	2.1
      	Purchase
      and Sale. 	2
      
	2.2
      	Closing
      	4
      
	  	  	  
	ARTICLE
      3 THE SHAREHOLDER MEETING 	4
      
	3.1
      	Shareholder
      Meeting. 	4
      
	  	  	  
	ARTICLE
      4 REPRESENTATIONS AND WARRANTIES OF THE CORPORATION 	6
      
	4.1
      	Representations
      and Warranties of the Corporation. 	6
      
	  	  	  
	ARTICLE
      5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 	6
      
	5.1
      	Representations
      and Warranties of the Purchaser. 	6
      
	  	  	  
	ARTICLE
      6 COVENANTS OF THE PARTIES 	6
      
	6.1
      	Actions
      to Satisfy Closing Conditions 	6
      
	6.2
      	Filings
      and Authorizations. 	7
      
	6.3
      	Additional
      Covenants. 	7
      
	6.4
      	Notice
      of Untrue Representation or Warranty. 	8
      
	  	  	  
	ARTICLE
      7 CONDITIONS OF CLOSING 	8
      
	7.1
      	Conditions
      for the Benefit of the Purchaser. 	8
      
	7.2
      	Conditions
      for the Benefit of the Corporation. 	8
      
	  	  	  
	ARTICLE
      8 CLOSING 	8
      
	8.1
      	Date,
      Time and Place of Closing. 	8
      
	8.2
      	Closing
      Procedures. 	9
      
	  	  	  
	ARTICLE
      9 TERMINATION 	9
      
	9.1
      	Termination
      Rights. 	9
      
	  	  	  
	ARTICLE
      10 CORPORATE GOVERNANCE RIGHTS 	10
      
	10.1
      	Corporate
      Governance Rights 	10
      
	  	  	  
	ARTICLE
      11 INDEMNIFICATION 	11
      
	11.1
      	Survival.
      	11
      
	11.2
      	No
      Effect of Knowledge. 	11
      






- ii - 

	11.3
      	Indemnification
      in Favour of the Purchaser. 	11
      
	11.4
      	Indemnification
      in Favour of the Corporation. 	12
      
	  	  	  
	ARTICLE
      12 ARBITRATION 	12
      
	12.1
      	Settling
      Disputes. 	12
      
	12.2
      	Arbitration
      	12
      
	  	  	  
	ARTICLE
      13 MISCELLANEOUS 	13
      
	13.1
      	Notice
      	13
      
	13.2
      	Time
      of the Essence. 	14
      
	13.3
      	Announcements.
      	14
      
	13.4
      	Third
      Party Beneficiaries. 	14
      
	13.5
      	No
      Agency or Partnership. 	15
      
	13.6
      	Expenses
      	15
      
	13.7
      	Amendments.
      	15
      
	13.8
      	Waiver
      	15
      
	13.9
      	Entire
      Agreement. 	15
      
	13.10
      	Successors
      and Assigns. 	16
      
	13.11
      	Further
      Assurances. 	16
      
	13.12
      	Severability.
      	16
      
	13.13
      	Governing
      Law. 	16
      
	13.14
      	Counterparts
      	16
      
	13.15
      	Non-Merger.
      	17
      


SCHEDULES 

	Schedule A 	Defined Terms 
	Schedule B-1 	Form of Initial Warrant 
	Schedule B-2 	Form of Second Warrant 
	Schedule B-3 	Form of Interest Warrant 
	Schedule B-4 	Form of First Debenture 
	Schedule B-5 	Form of Second Debenture 
	Schedule C 	Representations and Warranties
      of the Corporation 
	Schedule D 	Representations and Warranties of the Purchaser
    
	Schedule E 	Conditions for the Benefit of
      the Purchaser 
	Schedule F 	Conditions for the Benefit of the Corporation
    






PRIVATE PLACEMENT AGREEMENT 

Private Placement Agreement dated November 29, 2014  among MNP Petroleum Corp. (the “Corporation”)
and Stichting VB Vagobel (the “Purchaser”). 

ARTICLE 1 
INTERPRETATION 

1.1 Defined Terms. 

       Capitalized terms used in
this Agreement and not otherwise defined have the meanings given to them in
Schedule A, unless there is something in the subject matter or context
inconsistent therewith. 

1.2 Headings, etc. 

       The provision of a Table
of Contents, the division of this Agreement into Articles and Sections and the
insertion of headings are for convenient reference only and do not affect its
interpretation. 

1.3 Gender and Number. 

       Any reference in this
Agreement to gender includes all genders. Words importing the singular number
only include the plural and vice versa. 

1.4 Currency. 

       All references in this
Agreement to dollars or to “$” are expressed in the currency of the United
States of America unless otherwise specifically indicated. 

1.5 Numerical Expressions. 

       Numerical expressions in
this Agreement follow the international convention whereby a comma (,) separates
the thousands and a full stop (.) separates the decimals. 

1.6 Certain Phrases. 

       In this Agreement, (i) the
words “including”, “includes” and “include” mean
“including (or includes or include) without limitation”, and (ii) the
words “the aggregate of”, “the total of”, “the sum of”, or
a phrase of similar meaning means “the aggregate (or total or sum), without
duplication, of”. The expressions “Article”, “Section” and
other subdivision followed by a number mean and refer to the specified Article,
Section or other subdivision of the Agreement. In the computation of periods of
time from a specified date to a later specified date, unless otherwise expressly
stated, the word “from” means “from and including” and the words “to”
and “until” each mean “to but excluding”. 




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1.7 Statutory References.

       Except as otherwise
provided in this Agreement, any reference in this Agreement to a statute refers
to such statute and all rules and regulations made under it as they may have
been or may from time to time be amended, re-enacted or superseded. 

1.8 Schedules. 

       The schedules attached to
this Agreement form an integral part of it for all purposes. 

ARTICLE 2 
ISSUE AND SALE OF THE SECURITIES


2.1 Purchase and Sale.

(1) Subject to the terms and conditions of this Agreement, the
Corporation agrees to sell, and the Purchaser agrees to purchase, the following
securities (collectively, the “Securities”): 

	 	(a) 	
      on the Effective Date:

	 	 	 	 
	 		(i) 	
      43,000,000 common shares in the capital of the
      Corporation (the “Initial Shares”) at a purchase price of $0.15 per
      Initial Share for an aggregate purchase price of $6,450,000 (the
      “Initial Share Purchase Price”), and

	 	 	 	 
	 		(ii) 	
      For no additional consideration, two non-transferable
      common share purchase warrants. The first of these non-transferable common
      share purchase warrants (the “Initial Warrant”) will provide that
      the Purchaser shall purchase, on the fifth Business Day (the “Warrant
      Exercise Date”) following the date (the “Shareholder Approval Date”) upon which the
      Shareholder Resolution is approved by the Shareholders of the Corporation,
      an additional 23,717,633 common shares in the capital of the Corporation
      (the “Initial Warrant Shares”) at an exercise price of $0.20 per
      Initial Warrant Share for aggregate proceeds of $4,743,527 (the “Initial Warrant Exercise Price”). The second of these non-
      transferable common share purchase warrants (the “Second Warrant”)
      will provide that the Purchaser shall purchase, on the Warrant Exercise
      Date, an additional 5,771,130 common shares in the capital of the
      Corporation (the “Second Warrant Shares”) at
an exercise price of $0.15 per Second
Warrant Share for aggregate proceeds of $865,669 (the “Second Warrant
Exercise Price”); 








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	 	(b) 	
  on the Warrant Exercise Date (which may also be referred to as the “First Debenture Date”):

	 	 	 	 
	 		(i) 	
      one non-transferable convertible debenture (the “First
      Debenture”) in the amount of $25,000,000 (the “First Debenture
      Principal Amount”) and

	 	 	 	 
	 		(ii) 	
      one non-transferable common share purchase warrant (the
      “Interest Warrant”) pursuant to which the Purchaser shall purchase,
      on each “Interest Payment Date” (as hereinafter defined) such number of
      common shares in the capital of the Corporation (each an “Interest
      Warrant Share”) as is equal to the amount of interest payable in
      “Interest Shares” (as contemplated by the terms of each of the First
      Debenture and the Second Debenture) payable on that Interest Payment Date,
      at an exercise price of $0.70 per Interest Warrant Share; and

	 	 	 	 
		(c) 	
      on the four-month anniversary (the “Second Debenture
      Date”) of the Shareholder Approval Date, one non-transferable
      convertible debenture (the “Second Debenture”) in the principal
      amount of $25,000,000 (the “Second Debenture Principal
    Amount”)



(the First Debenture and the Second Debenture may hereinafter
be collectively referred to as the “Debentures”). 

(2) The purchase price for the First Debenture and the Interest
Warrant will be equal to 100% of the principal amount of the First Debenture
(the “First Debenture Purchase Price”) and the purchase price for the
Second Debenture will be equal to 100% of the principal amount thereof (the
“Second Debenture Purchase Price”). 

(3) The Initial Warrant shall be substantially in the form
attached hereto as Schedule B-1. 

(4) The Second Warrant shall be substantially in the form
attached hereto as Schedule B-2. 

(5) The Interest Warrant shall be substantially in the form
attached hereto as Schedule B-3. 

(6) The First Debenture shall be substantially in the form
attached hereto as Schedule B-4. 




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(7) The Second Debenture shall be substantially in the form
attached hereto as Schedule B-5. 

2.2 Closing. 

(1) On the Effective Date, the Purchaser will pay the Initial
Share Purchase Price to or to the order of the Corporation by bank draft or wire
transfer of immediately available funds and the Corporation shall issue the
Initial Shares, the Initial Warrant and the Second Warrant, registered in the
name of the Purchaser. 

(2) On the Warrant Exercise Date, the Purchaser will pay the
Initial Warrant Exercise Price and the Second Warrant Exercise Price to or to
the order of the Corporation by bank draft or wire transfer of immediately
available funds and the Corporation shall issue the Initial Warrant Shares and
the Second Warrant Shares, registered in the name of the Purchaser. 

(3) On the First Debenture Date, the Purchaser will pay the
First Debenture Purchase Price to or to the order of the Corporation by bank
draft or wire transfer of immediately available funds and the Corporation shall
issue the First Debenture and the Interest Warrant, registered in the name of
the Purchaser. Also on the First Debenture Date, the Corporation will prepay to
the Purchaser fifteen percent (15%) of the Cash Interest (as defined in the
First Debenture) to be earned on the Principal of the First Debenture during the
first year of the term thereof and the Purchaser shall credit such sum against
Interest payable by the Corporation on the first Interest Payment Date (as those
terms are defined in the First Debenture). 

(4) On the Second Debenture Date, the Purchaser will pay the
Second Debenture Purchase Price to or to the order of the Corporation by bank
draft or wire transfer of immediately available funds and the Corporation shall
issue the Second Debenture, registered in the name of the Purchaser. Also on the
Second Debenture Date, the Corporation will prepay to the Purchaser fifteen
percent (15%) of the Cash Interest (as defined in the Second Debenture) to be
earned on the Principal of the Second Debenture during the first year of the
term thereof and the Purchaser shall credit such sum against Interest payable by
the Corporation on the first Interest Payment Date (as those terms are defined
in the Second Debenture). 

ARTICLE 3 
THE SHAREHOLDER MEETING 

3.1 Shareholder Meeting. 

(1) The Corporation hereby represents that its Board has
approved this Agreement and the transactions contemplated hereby and has
resolved to recommend that Shareholders vote for the Shareholder Resolution at
the Shareholder Meeting. 




- 5 - 

(2) As promptly as reasonably practicable after the Effective Date, the Corporation shall, in consultation with the
Purchaser (i) establish a record date for, duly call, give notice of, convene
and hold the Shareholder Meeting at a date no later than March 31, 2015;
and (ii) prepare the Circular, together with any other documents required by
the charter documents and by-laws of the Corporation and applicable Laws in
connection with the Shareholder Meeting. The Circular shall include, among other
things, the recommendation of the Board as described in 3.1(1), and shall
otherwise be in form and substance satisfactory to the Purchaser and its
advisors, acting reasonably. As promptly as practicable after the execution and
delivery of this Agreement, the Corporation will file the Circular and any other
documentation required to be filed under applicable Laws in all jurisdictions
where the Circular is required to be filed by the Corporation and mail or cause
to be mailed the Circular and any other documentation required to be mailed
under the charter documents and bylaws of the Corporation or applicable Laws in
connection with the Shareholder Meeting to each Shareholder and each other
Person to whom such documents are required to be sent under the charter
documents and by-laws of the Corporation and under applicable Laws.

(3) The Purchaser and the Corporation shall proceed diligently,
in a coordinated fashion and use their commercially reasonable efforts to
co-operate in the preparation of the Circular as described in 3.1(2), and of any
applications for Exchange approval, exemptive relief applications or orders and
any other documents deemed reasonably necessary by any of them to discharge
their respective obligations under applicable Laws or the rules or Policies of
the Exchange. 

(4) The Purchaser and the Corporation shall furnish to each
other, on a timely basis, all information as may be reasonably required to
effectuate the foregoing actions. 

(5) The Corporation shall ensure that the Circular complies, in
all material respects, with all applicable Laws and, without limiting the
generality of the foregoing, that the Circular does not contain a
Misrepresentation (except that this covenant does not speak with respect to any
information relating to and provided by the Purchaser) and provides the
Shareholders with information in sufficient detail to permit them to form a
reasoned judgment concerning the matters to be placed before them at the
Shareholder Meeting.

(6) The Corporation shall not adjourn, postpone or cancel (or
propose for adjournment, postponement or cancellation) the Shareholder Meeting,
or amend the record dates for notice of, or voting at, the Shareholder Meeting,
without the Purchaser’s prior written consent, which consent will not be
unreasonably withheld, except as required by applicable Laws or the rules or
Policies of the Exchange. The Corporation shall keep the Purchaser updated with
respect to proxy solicitation results as reasonably requested by the Purchaser.





- 6 - 

(7) The Corporation represents that, to the best of its
knowledge, each of the directors and senior officers of the Corporation intends
to vote, or cause to be voted, all Common Shares of which he or she is the
beneficial owner in favor of the Shareholder Resolution. 

ARTICLE 4 
REPRESENTATIONS AND WARRANTIES OF
THE CORPORATION 

4.1 Representations and Warranties of the
Corporation. 

       The Corporation represents
and warrants as to those matters set forth in Schedule C and acknowledges and
confirms that the Purchaser is relying upon such representations and warranties
in connection with the purchase by it of the Securities. 

ARTICLE 5 
REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER 

5.1 Representations and Warranties of the
Purchaser. 

       The Purchaser represents
and warrants as to those matters set forth in Schedule D and acknowledges and
confirms that the Corporation is relying on such representations and warranties
in connection with the sale by it of the Securities. 

ARTICLE 6 
COVENANTS OF THE PARTIES 

6.1 Actions to Satisfy Closing
Conditions. 

(1) Subject to the terms and conditions of this Agreement, the
Corporation shall take all such actions as are within its power to control and
use its commercially reasonable efforts to cause other actions to be
taken which are not within its power to control, so as to ensure compliance with
all of the conditions set forth in Schedule E including ensuring that during the
Interim Period and at the Warrant Exercise Date, the First Debenture Date and
the Second Debenture Date, there is no breach of any of its representations and
warranties. 

(2) Subject to the terms and conditions of this Agreement, the
Purchaser shall take all such actions as are within its power to control and to
use its commercially reasonable efforts to cause other actions to be taken which
are not within its power to control, so as to ensure compliance with all of the
conditions set forth in Schedule F including ensuring that during the Interim
Period and at the Warrant Exercise Date, the First Debenture Date and the Second
Debenture Date, there is no breach of any of its representations and warranties.





- 7 - 

6.2 Filings and Authorizations. 

       Each of the Corporation
and the Purchaser, as promptly as practicable, will (i) make, or cause to be
made, all filings and submissions under all Canadian and U.S. Laws applicable to
it that are required for it to consummate the issuance of the Securities and the
transactions contemplated herein in accordance with the terms of this Agreement,
including all filings and submissions required by the Securities Regulatory
Authorities; (ii) use its best efforts to obtain, or cause to be obtained, all
Authorizations necessary or advisable to be obtained by it in order to
consummate the allotment and issuance of the Securities and the transactions
contemplated herein in accordance with the terms of this Agreement; and (iii)
use its commercially reasonable efforts to take, or cause to be taken, all other
actions necessary, proper or advisable in order for it to fulfil its obligations
under this Agreement. The Corporation and the Purchaser will coordinate and
cooperate in exchanging information and supplying assistance that is reasonably
requested in connection with this Section including providing each other with
advance copies and reasonable opportunity to comment on all notices and
information supplied to or filed with any Governmental Entity (including
notices and information which the Corporation or the Purchaser, in each case
acting reasonably, considers highly confidential and sensitive which may be
provided on a confidential and privileged basis to outside counsel of the other
Party), and all notices and correspondence received from any Governmental
Entity. The Corporation and the Purchaser will keep each other reasonably
informed, subject to applicable Laws, as to the status of all the proceedings of
all filings, submissions, notices and information made, submitted or provided
pursuant to this 6.2. 

6.3 Additional Covenants.


       Subject to the terms and
conditions of this Agreement, the Corporation shall perform all obligations
required or reasonably desirable to be performed by it under this Agreement,
co-operate with the Purchaser in connection therewith, and do all such other
acts and things as may be necessary or reasonably desirable in order to
consummate and make effective, as soon as reasonably practicable, the
transactions contemplated in this Agreement and, without limiting the generality
of the foregoing, the Corporation shall, in consultation with the Purchaser:


	 	(a) 	
      use commercially reasonable efforts to defend all
      lawsuits or other legal, regulatory or other proceedings to which it is a
      Party challenging or affecting this Agreement or the consummation of the
      transactions contemplated hereby;

	 	 	 
	 	(b) 	
      use commercially reasonable efforts to have lifted or
      rescinded any injunction or restraining order relating to the Corporation
      or other order which may adversely affect the ability of the Parties to
      consummate the transactions contemplated hereby;
and







- 8 - 

	 	(c) 	
      comply, in all material respects, promptly with all
      requirements which applicable Canadian and U.S. Laws may impose on the
      Corporation with respect to the transactions contemplated
  hereby.



6.4 Notice of Untrue Representation or
Warranty. 

       The Corporation shall
promptly notify the Purchaser, and the Purchaser shall promptly notify the
Corporation, upon any representation or warranty made by it contained in this
Agreement becoming untrue or incorrect during the Interim Period and for the
purposes of this 6.4 each representation and warranty shall be deemed to be
given at and as of the Effective Date and at and as of all times during the
Interim Period. Any such notification shall set out particulars of the untrue or
incorrect representation or warranty and details of any actions being taken by
the Corporation or the Purchaser, as the case may be, to rectify that state of
affairs. 

ARTICLE 7 
CONDITIONS OF CLOSING 

7.1 Conditions for the Benefit of the
Purchaser. 

       The Purchaser’s obligation
to purchase the Securities is subject to the conditions set forth in Schedule E
being satisfied at or prior to each of the Effective Date, the Warrant Exercise
Date, the First Debenture Date and the Second Debenture Date, as applicable,
which conditions are for the exclusive benefit of the Purchaser and may be
waived, in whole or in part, by the Purchaser in its sole discretion. 

7.2 Conditions for the Benefit of the
Corporation. 

       The Corporation’s
obligation to sell the Securities is subject to the conditions set forth in
Schedule F being satisfied at or prior to each of the Effective Date, the
Warrant Exercise Date, the First Debenture Date and the Second Debenture Date,
as applicable, which conditions are for the exclusive benefit of the Corporation
and may be waived, in whole or in part, by the Corporation in its sole
discretion. 

ARTICLE 8 
CLOSING 

8.1 Date, Time and Place of Closing. 

       The completion of the
purchase and sale of the Initial Shares, the Initial Warrant and the Second
Warrant contemplated by this Agreement shall take place at the offices of Clark
Wilson LLP, 900 – 885 West Georgia Street, Vancouver, British Columbia, Canada,
V6C 3H1 at 11:00 a.m. (Vancouver time) on the Effective Date or at
such other place, on such other date and at such other time as may be agreed
upon in writing between the Corporation and the Purchaser. The completion of the
purchase and sale of the First Debenture and the Interest Warrant, on the one
hand, and the Second Debenture on the other hand, shall take place at the
offices of Clark Wilson LLP, 900 – 885 West Georgia Street, Vancouver, British
Columbia, Canada, V6C 3H1 at 11:00 a.m. (Vancouver time) on the
First Debenture Date and the Second Debenture Date, respectively, or at such
other place, on such other date and at such other time as may be agreed upon in
writing between the Corporation and the Purchaser. Notwithstanding the
foregoing, each party agrees that each of the transactions contemplated for the
Effective Date, the First Debenture Date and the Second Debenture Date, as
applicable, may be completed by the exchange of undertakings between the
respective legal counsel for the parties, provided such undertakings are
satisfactory to each party's respective legal counsel. 




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8.2 Closing Procedures. 

(1) Subject to satisfaction or waiver by the relevant Party of
the conditions of closing, on the Effective Date, the Corporation shall deliver
a certificate for the Initial Shares, the Initial Warrant and the Second Warrant
and the Purchaser shall pay or satisfy the Initial Share Purchase Price in
accordance with 2.2(1). 

(2) Subject to satisfaction or waiver by the relevant Party of
the conditions of closing, on the Warrant Exercise Date the Corporation shall
deliver a certificate for the Initial Warrant Shares and the Second Warrant
Shares and the Purchaser shall pay or satisfy the Initial Warrant Exercise Price
and the Second Warrant Exercise Price in accordance with Section 2.2(2). 

(3) Subject to satisfaction or waiver by the relevant Party of
the conditions of closing, on the First Debenture Date the Corporation shall
deliver a certificate for the First Debenture and the Interest Warrant and the
Purchaser shall pay or satisfy the First Debenture Purchase Price in accordance
with 2.2(3), 

(4) Subject to satisfaction or waiver by the relevant Party of the
  conditions of closing, on the Second Debenture Date the Corporation shall
  deliver a certificate for the Second Debenture and the Purchaser shall pay or
  satisfy the Second Debenture Purchase Price in accordance with 2.2(4). 

ARTICLE 9 
TERMINATION 

9.1 Termination Rights. 

       This Agreement may, by
notice in writing given prior to the Second Debenture Date, be terminated: 

	 	(a) 	
      by mutual consent of the
Parties;







- 10 - 

	 	(b) 	
      by the Purchaser if any of the conditions in Schedule E
      have not been satisfied at or prior to March 31, 2015 (or such later date
      as the Parties may have agreed in writing prior to March 31, 2015) and the
      Purchaser has not waived such condition at or prior to such date, or if
      any of said conditions are no longer satisfied on the Closing
  Date;

	 	 	 
	 	(c) 	
      by the Corporation if any of the conditions in Schedule F
      have not been satisfied at or prior to March 31, 2015 (or such later date
      as the Parties may have agreed in writing prior to March 31, 2015) and the
      Corporation has not waived such condition at or prior to such date, or if
      any of said conditions are no longer satisfied on the Closing
  Date;

	 	 	 
	 	(d) 	
      by the Purchaser, should there occur any Material Adverse
      Change; or

	 	 	 
	 	(e) 	
      by either Party if there has been a material breach of
      any provision of this Agreement by the other Party and such breach has not
      been waived by the non-breaching Party or cured by the breaching Party
      prior to the date of notice.



ARTICLE 10 
CORPORATE GOVERNANCE RIGHTS


10.1 Corporate Governance Rights 

(1) On the Effective Date, the Purchaser shall be entitled to
nominate two Qualified Persons to serve as directors on the Board and the Board
shall increase the number of directors from five to seven and appoint these two
Qualified Persons as directors to fill the two newly-created vacancies. On the
Warrant Exercise Date (and after exercise of the Initial Warrant and the Second
Warrant), the Purchaser shall have the right to nominate a third Qualified
Person to serve on the Board and the Board shall increase the number of
directors from seven to eight and appoint the third Qualified Person to fill the
newly-created vacancy. If the Exchange rejects one or more of the Purchaser
nominees, the Purchaser will have the right to nominate a replacement.

(2) In addition to the three nominees to the Board referred to
in Section 10.1(1), on the Warrant Exercise Date (and after exercise of the
Initial Warrant and the Second Warrant) the Purchaser will have the right to
nominate three Qualified Persons to assist the Corporation’s management team in
roles to be agreed upon. 

(3) Beginning on the Effective Date and thereafter for so long
as the Purchaser owns at least ten percent (10%) of the number of issued and
outstanding Common Shares of the Corporation (and, in any event, at least until
the second anniversary of the Effective Date), the Purchaser shall not directly
or indirectly, whether alone or acting jointly or in concert with others,
initiate or support any proxy solicitation or other effort to gain control of
the Corporation or its assets and shall refrain from making any bid for, or otherwise attempting to acquire legal or beneficial ownership
of, an aggregate number of the issued and outstanding Common Shares in excess of
19.9% of the total number of Common Shares issued and outstanding (on an
undiluted basis) (including Common Shares owned by affiliates and associates of
the Purchaser and parties with whom the Purchaser is acting jointly or in
concert) unless (i) acquired pursuant to the Initial Warrant, the Interest
Warrant or conversion of either the First Debenture or the Second Debenture or
(ii) as otherwise mutually agreed to by the Corporation and the Purchaser. 




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ARTICLE 11
 INDEMNIFICATION 

11.1 Survival. 

(1) The representations and warranties contained in this
Agreement and the certificates to be delivered pursuant to Paragraph (1) of
Schedule E and Paragraph (1) of Schedule F will survive each of the First
Debenture Date and the Second Debenture Date, as applicable, and continue in
full force and effect for a period of one year after each such date. 

(2) No Party has any obligation or liability with respect to
any representation or warranty made by such Party in this Agreement or the
certificates to be delivered pursuant to Paragraph (1) of Schedule E and
Paragraph (1) of Schedule F after the end of the applicable time period
specified in 11.1(1) except for claims relating to the representations and
warranties that the Party has been notified of prior to the end of the
applicable time period.

11.2 No Effect of Knowledge. 

       The right to
indemnification or other remedy of any Party based on the representations,
warranties, covenants and obligations contained in this Agreement and the
certificates to be delivered pursuant to Paragraph (1) of Schedule E and
Paragraph (1) of Schedule F, exists notwithstanding the First Debenture Date and
the Second Debenture Date, as applicable, and notwithstanding any investigation
or knowledge acquired prior to the First Debenture Date and the Second Debenture
Date, as applicable.

11.3 Indemnification in Favour of the
Purchaser. 

(1) The Corporation will jointly and severally indemnify and
save harmless the Purchaser and its respective shareholders, directors,
officers, employees, agents and representatives harmless of and from, and will
pay for, any Damages suffered by, imposed upon or asserted against it or any of
them as a result of, in respect of, connected with, or arising out of, under, or
pursuant to:




- 12 - 

	 	(a) 	
      any breach or inaccuracy of any representation or
      warranty given by the Corporation contained in this Agreement or the
      certificate to be delivered pursuant to Paragraph (1) of Schedule E;
      and

	 	 	 
	 	(b) 	
      any failure of the Corporation to perform or fulfil any
      of its covenants or obligations under this
Agreement.



(2) The right to indemnification under 11.3(1)(b) exists
notwithstanding 11.1 and notwithstanding any representation and warranty in
Schedule C. 

11.4 Indemnification in Favour of the
Corporation. 

(1) The Purchaser will indemnify and save the Corporation and
its shareholders, directors, officers, employees, agents and representatives
harmless of and from, and will pay for, any Damages suffered by, imposed upon or
asserted against it or any of them as a result of, in respect of, connected
with, or arising out of, under or pursuant to: 

	 	(a) 	
      any breach or inaccuracy of any representation or
      warranty given by the Purchaser contained in this Agreement, or the
      certificate to be delivered pursuant Paragraph (1) of Schedule
F;

	 	 	 
	 	(b) 	
      any inaccuracy of any information supplied to the
      Corporation by the Purchaser for inclusion in the Circular or in any
      submission to the Exchange or any regulatory authority; and

	 	 	 
	 	(c) 	
      any failure of the Purchaser to perform or fulfil any of
      its covenants or obligations under this Agreement.



(2) The right to indemnification under 11.4(1)(c) exists
notwithstanding 11.1 and notwithstanding any representation and warranty in
Schedule D. 

ARTICLE 12 
ARBITRATION 

12.1 Settling Disputes. 

       If any dispute, claim,
question or difference arises with respect to this Agreement or its performance,
enforcement, breach, termination or validity (a “Dispute”), the Parties
will use their reasonable efforts to attempt to settle the
Dispute. 

12.2 Arbitration. 

       Except as is expressly
provided in this Agreement, if the Parties do not reach a solution pursuant to
12.1 within a period of 15 Business Days following the first notice of the
Dispute by any Party to the other, then upon written notice by any Party to the
other, the Dispute shall be finally settled by arbitration under the Rules of
Arbitration of the International Chamber of Commerce by one or more
arbitrators appointed in accordance with said rules. The arbitration shall take
place in The Hague, Netherlands, unless the Parties mutually agree to have the
arbitration held elsewhere, and the arbitration proceedings will be conducted in
English. 




- 13 - 

ARTICLE 13 
MISCELLANEOUS 

13.1 Notice. 

(1) Any notice, direction or other communication (each a
“Notice”) given regarding the matters contemplated by this Agreement must
be in writing, sent by personal delivery, courier or by electronic mail and
addressed: 

To the Purchaser at: 

	 	Utrechseweg 323, 3818 EK 
	 	Amersfoort, The Netherlands 
	 	Attention: 	Dr. Victor E. Bletterman 
	 	 	Chairman of the
    Board  
	 	Telephone: 	+31334614900 
	 	email: 	bureau@bletint.nl:vbvagobel@gmail.com
  


With a copy, which shall not constitute
notice, to: 

	 	Mr. G. L. Bhikha 	  
	 	40 Bath Avenue, Corner of Arnold, Rosebank 
	 	Johannesburg 2196 
	 	Republic of South Africa 
	 	Telephone: 	+27 (011) 250 6900 
	 	email: 	bhika@icon.co.za 


To the Corporation at: 

	 	Bahnhofstrasse 9, Postfach 155 
	 	CH – 6341 Baar 	  
	 	Switzerland 	  
	 	Attention: 	Heinz J. Scholz and Peter-Mark Vogel 
	 	Telephone: 	+41 (0) 44 718 10 30 
	 	email: 	hjs@mnppetroleum.com 
	 	  	mvogel@mnppetroleum.com







- 14 - 

With a copy, which shall not constitute
notice, to: 

	 	Clark & Wilson LLP 
	 	Barristers and Solicitors 
	 	900-885 West Georgia Street 
	 	Vancouver, BC V6C 3H1 
	 	Attention: 	Ethan P. Minsky 
	 	Telephone: 	604 643-3151 
	 	email: 	epm@cwilson.com 


(2) A Notice is deemed to be delivered and received (i) if sent
by personal delivery, on the date of delivery if it is a Business Day and the
delivery was made prior to 4:00 p.m. (local time in place of receipt) and
otherwise on the next Business Day; (ii) if sent by same-day service courier, on
the date of delivery if sent on a Business Day and delivery was made prior to
4:00 p.m. (local time in place of receipt) and otherwise on the next Business
Day; (iii) if sent by overnight courier, on the next Business Day; or (iv) if
sent by email, on the Business Day following the date of transmission. A Party
may change its address for service from time to time by providing a Notice in
accordance with the foregoing. Any subsequent Notice must be sent to the Party
at its changed address. Any element of a Party’s address that is not
specifically changed in a Notice will be assumed not to be changed. 

13.2 Time of the Essence.

       Time shall be of the
essence of this Agreement. 

13.3 Announcements. 

       The Parties shall consult
with each other before issuing any press release, news release or otherwise
making any filings or public statements with respect to this Agreement and the
transactions contemplated herein and shall not issue such press release without
the prior written consent of the other Party, which consent shall not be
unreasonably withheld or delayed, in each case, subject to applicable Laws and
the exercise of such fiduciary duties, as may be appropriate.

13.4 Third Party Beneficiaries. 

       The Parties intend that
this Agreement will not benefit or create any right or cause of action in favor
of any Person, other than the Parties or, if applicable, their respective
Affiliates. No Person, other than the Parties and such Affiliates, is entitled
to rely on the provisions of this Agreement in any action, suit, proceeding,
hearing or other forum. The Parties reserve their right to vary or rescind the
rights at any time and in any way whatsoever, if any, granted by or under this
Agreement to any Person who is not a Party or an Affiliate of any Party, without
notice to or consent of that Person. 




- 15 - 

13.5 No Agency or Partnership. 

       Nothing contained in this
Agreement makes or constitutes any Party, or any of its directors, officers or
employees, the representative, agent, principal, partner, joint venturer,
employer, employee of any other Party. It is understood that no Party has the
capacity to make commitments of any kind or incur obligations or liabilities
binding upon any other Party.

13.6 Expenses. 

       Except as otherwise
expressly provided in this Agreement, each Party will pay for its own costs and
expenses incurred in connection with this Agreement and the transactions
contemplated by it. The fees and expenses referred to in this Section are those
which are incurred in connection with the negotiation, preparation, execution
and performance of this Agreement, and the transactions contemplated by this
Agreement, including the fees and expenses of legal counsel, investment advisers
and accountants.

13.7 Amendments. 

       This Agreement may only be
amended, supplemented or otherwise modified by written agreement signed by all
of the Parties. 

13.8 Waiver. 

(1) No waiver of any of the provisions of this Agreement will
constitute a waiver of any other provision (whether or not similar). No waiver
will be binding unless executed in writing by the Party to be bound by the
waiver. A Party’s failure or delay in exercising any right under this Agreement
will not operate as a waiver of that right. A single or partial exercise of any
right will not preclude a Party from any other or further exercise of that right
or the exercise of any other right. 

(2) If a Party waives compliance with any of the conditions,
obligations or covenants contained in this Agreement, the waiver will be without
prejudice to any of its rights of termination in the event of non-fulfilment,
non-observance or non-performance of any other condition, obligation or covenant
in whole or in part.

13.9 Entire Agreement.

       This Agreement constitutes
the entire agreement between the Parties with respect to the transactions
contemplated by this Agreement and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
Parties. There are no representations, warranties, covenants, conditions or
other agreements, express or implied, collateral, statutory or otherwise,
between the Parties in connection with the subject matter of this Agreement,
except as specifically set forth in this Agreement. The Parties have not relied
and are not relying on any other information, discussion or understanding in entering into and
completing the transactions contemplated by this Agreement, except as set out
herein. 




- 16 - 

13.10 Successors and Assigns.

(1) This Agreement becomes effective only when executed by all
of the Parties. After that time, it is binding on and enures to the benefit of
the Parties and their respective heirs, administrators, executors, legal
personal representatives, successors and permitted assigns. 

(2) Except as otherwise provided in this Agreement, neither
this Agreement nor any of the rights or obligations under this Agreement are
assignable or transferable by the Corporation without the prior written consent
of the Purchaser, nor by the Purchaser without the prior written consent of the
Corporation. 

13.11 Further Assurances.

       The Parties agree to
execute and deliver such further and other papers, cause such meetings to be
held, resolutions passed and by-laws enacted, exercise their vote and influence,
and do and perform and cause to be done and performed, such further and other
acts and things that may be necessary or desirable in order to give full effect
to this Agreement and every part thereof. 

13.12 Severability.

       If any provision of this
Agreement is determined to be illegal, invalid or unenforceable, by an
arbitrator or any court of competent jurisdiction from which no appeal exists or
is taken, that provision will be severed from this Agreement and the remaining
provisions will remain in full force and effect. 

13.13 Governing Law.

       This Agreement shall be
governed by and interpreted and enforced in accordance with the laws of the
Province of British Columbia and the federal laws of Canada applicable
therein.

13.14 Counterparts.

       This Agreement may be
executed in any number of counterparts (including counterparts by facsimile) and
all such counterparts taken together will be deemed to constitute one and the
same instrument. The Party sending the facsimile transmission will also deliver
the original signed counterpart to the other Party, however, failure to deliver
the original signed counterpart shall not invalidate this Agreement 




- 17 - 

13.15 Non-Merger. 

       Except as otherwise
expressly provided in this Agreement, the covenants, representations and
warranties shall not merge on and shall survive each of the First Debenture Date
and the Second Debenture Date. Notwithstanding the First Debenture Date or the
Second Debenture Date or any investigation made by or on behalf of any Party,
the covenants, representations and warranties shall continue in full force and
effect. Neither the First Debenture Date nor the Second Debenture Date shall
prejudice any right of one Party against any other Party in respect of anything
done or omitted under this Agreement or in respect of any right to damages or
other remedies. 

The remainder of this page has been intentionally left blank.





- 18 - 

IN WITNESS WHEREOF the Parties have executed this
Agreement as of the date first written above. 

	 	MNP PETROLEUM CORP. 
	 	 
	 	By: 	/s/ Heinz J. Sholz 
	 	 	/s/ Peter-Mark Vogel
	 	  	Authorized Signing Officer 
	 	  	  
	 	 
	 	 
	 	 
	 	STICHTING VB VAGOBEL 
	 	 
	 	By: 	 /s/ Mr. V. E. Bletterman
	 	  	Authorized Signing Officer 
	 	 	 
	 	 	 







SCHEDULE A 
DEFINED TERMS 

“1933 Act” means the United States Securities Act of
1933, as amended, and all rules, regulations, orders, notices and policy
statements thereunder, as amended from time to time, and any successor
legislation. 

“Affiliate” or “affiliate” has the meaning
attributed to it in Rule 405 promulgated by the Securities and Exchange
Commission pursuant to the 1933 Act and means, unless otherwise specified, a
person that directly, or indirectly through one or more intermediaries, controls
or is controlled by, or is under common control with, the person specified. 

“Agreement” means this private placement agreement and
all schedules attached to it and the expressions “Article” and
“Section”, followed by a number mean and refer to the specified Article
or Section of this Agreement. 

“Applicable Securities Laws” means all applicable
securities Laws, including the securities Laws applicable in the United States
and Canada. 

“Authorization” means, with respect to any Person, any
order, permit, approval, consent, waiver, clearance, licence or similar
authorization of any Governmental Entity having jurisdiction over the Person.


“Board” means the board of directors of the Corporation.


“Books and Records” means all information in any form
relating to the Business, including books of account, financial and accounting
information and records, personnel records, tax records, sales and purchase
records, customer and supplier lists, lists of potential customers, referral
sources, research and development reports and records, production reports and
records, equipment logs, operating guides and manuals, business reports, plans
and projections, marketing and advertising materials and all other documents,
files, correspondence and other information (whether in written, printed,
electronic or computer printout form, or stored on computer discs or other data
and software storage and media devices). 

“Business” means the exploration, development and
operation of oil and gas properties as currently conducted by the Corporation
and its subsidiaries. 

“Business Day” means any day of the year, other than a
Saturday, a Sunday or any day on which banks are required or authorized to close
in Baar, Switzerland. 

“Circular” means the notice of Shareholder Meeting and
the accompanying management information circular to be sent to Shareholders in
connection with the Shareholder Meeting, as the same may be amended, supplemented
or otherwise modified subject to this Agreement. 




- 2 - 

“Common Shares” means the common shares in the capital
of the Corporation, and shall, where the context permits, include (i) any
securities into which such Common Shares may be converted, reclassified,
redesignated, subdivided, consolidated or otherwise changed; (ii) any securities
of the Corporation or of any other Person received by the holders of such Common
Shares as a result of any merger, amalgamation, reorganization, arrangement or
other similar transaction involving the Corporation; and (iii) any securities of
the Corporation which are received by any one or more Persons as a stock
dividend of distribution on or in respect of such Common Shares. 

“Contract” means any agreement, contract, licence,
undertaking, engagement or commitment of any nature, written or oral.


“Corporation” means MNP Petroleum Corp., a corporation
organized under the laws of the State of Nevada, in the United States of
America. 

“Corporation Options” mean options to acquire Common
Shares issued under the Corporation Option Plan.

“Corporation Option Plan” means the Corporation’s 2011
Stock Option Plan, as amended. 

“Corporation Option Shares” means Common Shares issued
upon the exercise of Corporation Options. 

“Corporate Records” means the corporate records of the
Corporation including (i) all constating documents and by-laws; (ii) all minutes
of meetings and resolutions of shareholders and directors (and any committees);
and (iii) the share certificate books, securities register, register of
transfers and register of directors.

“Damages” means any losses, liabilities, damages or
expenses (including legal fees and expenses) whether resulting from an action,
suit, proceeding, arbitration, claim or demand that is instituted or asserted by
a third party, including a Governmental Entity, or a cause, matter, thing, act,
omission or state of facts not involving a third party. 

“Debentures” has the meaning specified in Paragraph
2.1(1). 

“Dispute” has the meaning specified in 12.1. 

“Effective Date” means December 19, 2014;

“Environmental Laws” has the meaning specified in
Paragraph 17 of Schedule C. 

“Exchange” means the TSX Venture Exchange. 




- 3 - 

“First Debenture” has the meaning specified in Paragraph
2.1(1)(b)(i). 

“First Debenture Date” has the meaning specified in
Paragraph 2.1(1)(b). 

“First Debenture Principal Amount” has the meaning
specified in Paragraph 2.1(1)(b)(i). 

“First Debenture Purchase Price” has the meaning
specified in Paragraph 2.1(2). 

“Governmental Entity” means (i) any international,
multinational, national, federal, provincial, state, municipal, local or other
governmental or public department, central bank, court, commission, board,
bureau, agency or instrumentality, domestic or foreign; (ii) any subdivision or
authority of any of the above; (iii) any quasi-governmental or private body
exercising any regulatory, expropriation or taxing authority under or for the
account of any of the foregoing, and includes any Securities Regulatory
Authority. 

“Hazardous Materials” has the meaning specified in
Paragraph 17 of Schedule C. 

“Initial Shares” has the meaning specified in Paragraph
2.1(1)(a)(i). 

“Initial Share Purchase Price” has the meaning specified
in Paragraph 2.1(1)(a)(i). 

“Initial Warrant” has the meaning specified in Paragraph
2.1(1)(a)(ii). 

“Initial Warrant Exercise Price” has the meaning
specified in Paragraph 2.1(1)(a)(ii). 

“Initial Warrant Shares” has the meaning specified in
Paragraph 2.1(1)(a)(ii). 

“Interest Warrant” has the meaning specified in
Paragraph 2.1(1)(b)(ii). 

“Interest Warrant Share” has the meaning specified in
Paragraph 2.1(1)(b)(ii). 

“Interim Period” means the period between the Effective
Date and the Second Debenture Date. 

“Laws” means applicable (i) laws, constitutions,
treaties, statutes, codes, ordinances, statutory rules, principles of common and
civil law and equity, terms and conditions of any grant of approval, permission,
orders, decrees, rules, regulations and municipal bylaws, whether domestic,
foreign or international; (ii) judicial, arbitral, administrative, ministerial,
departmental and regulatory judgments, orders, writs, injunctions, decisions,
rulings, authority, licence, decrees and awards of any Governmental Entity
(including the Securities Regulatory Authorities); and (iii) policies, practices
and guidelines of any Governmental Entity (including the Securities Regulatory
Authorities), which, although not actually having the force of law, are
considered by such Governmental Entity as requiring compliance as if having the
force of law, in each case binding on or affecting the Person, or the assets of
the Person, referred to in the context in which such word is used, and the term “applicable”
with respect to such Laws and in the context that refers to one or more Persons,
means that such Laws apply to such Person or Persons or its or their business,
undertaking, property or securities and emanate from a Governmental Authority
(including the Securities Regulatory Authorities) having jurisdiction over the
Person or Persons or its or their business, undertaking, property or securities,
in each case as such Laws may be amended from time to time. 




- 4 - 

“Lien” means (i) any mortgage, charge, pledge,
hypothecation, security interest, assignment by way of security, encumbrance,
lien (statutory or otherwise), hire purchase agreement, conditional sale
agreement, deposit arrangement, title retention agreement or arrangement; (ii)
any trust arrangement; (iii) any arrangement which creates a right of set-off
out of the ordinary course of business; (iv) any option, warrant, right or
privilege capable of becoming a Transfer; or (v) any agreement to grant any such
rights or interests. 

“Material Adverse Change” means any change, effect,
event, development, occurrence or set of circumstances, individually or in the
aggregate (i) that is materially adverse or is reasonably likely to be
materially adverse to the properties, assets, liabilities, obligations (whether
absolute, accrued, conditional or otherwise), businesses, affairs, condition
(financial or otherwise), operations, results of operations or prospects of the
Corporation or its subsidiaries, taken as a whole; or (ii) will, or would
reasonably be expected to, prevent or materially impair the ability of the
Parties to consummate the transactions contemplated hereby. 

“Material Adverse Effect” means any effect that
when considered either individually or in the aggregate (i) is
materially adverse or is reasonably likely to be materially adverse to the
properties, assets, liabilities, obligations (whether absolute, accrued,
conditional or otherwise), businesses, affairs, condition (financial or
otherwise), operations, results of operations or prospects of the Corporation or
its subsidiaries, taken as a whole; or (ii) will, or would reasonably be
expected to, prevent or materially impair the ability of the Parties to
consummate the transactions contemplated hereby. 

“Misrepresentation” has the meaning ascribed to such
term under the Applicable Securities Laws. 

“Notice” has the meaning specified in 13.1. 

“Ordinary Course” means, with respect to an action taken
by a Person, that such action is consistent with the past practices of the
Person and is taken in the ordinary course of the normal day-to-day operations
of the Person. 

“Parties” means the Corporation and the Purchaser and
any other Person who may become a party to this Agreement. 




- 5 - 

“Person” means a natural person, partnership, limited
partnership, limited liability partnership, limited liability company, unlimited
liability company, corporation, joint stock company, trust, unincorporated
association, joint venture or other entity or Governmental Entity, and pronouns
have a similarly extended meaning. 

“Public Record” means information which has been
publicly filed at www.SEC.gov/EDGAR or www.SEDAR.com by the
Corporation pursuant to a requirement under Applicable Securities Laws.

“Purchaser” means Stichting VB Vagobel, a corporation
organized under the laws of The Netherlands and registered under number
411105956. 

“Qualified Person” means a natural person that is not
disqualified from acting as a director of the Corporation pursuant to conflict
of interest, applicable law or any regulation, rule or Policy of the Exchange
and, in the case of any proposed director of the Corporation, who is accepted by
the Exchange. 

“Regulation S” means Regulation S promulgated by the
Securities and Exchange Commission pursuant to the 1933 Act. 

“Second Debenture” has the meaning specified in
Paragraph 2.1(1)(c). 

“Second Debenture Date” has the meaning specified in
Paragraph 2.1(1)(c). 

“Second Debenture Principal Amount” has the meaning
specified in Paragraph 2.1(1)(c). 

“Second Debenture Purchase Price” has the meaning
specified in Paragraph 2.1(2). 

“Second Warrant” has the meaning specified in Paragraph
2.1(1)(a)(ii). 

“Second Warrant Exercise Price” has the meaning
specified in Paragraph 2.1(1)(a)(ii). 

“Second Warrant Shares” has the meaning specified in
Paragraph 2.1(1)(a)(ii). 

“Securities” means collectively the Initial Shares, the
Initial Warrant, the Initial Warrant Shares, the First Debenture, the Second
Debenture, the Interest Warrant and the Interest Warrant Shares. 

“Securities Regulatory Authorities” means collectively,
the Securities and Exchange Commission, the securities commission in each
Province of Canada in which the Corporation is a “reporting issuer”, and the
Exchange. 

“Shareholder Approval Date” has the meaning specified in
Paragraph 2.1(1)(a)(ii). 




- 6 - 

“Shareholder Meeting” means the special meeting of the
Shareholders, including any adjournment or postponement thereof, to be called
and held to consider the Shareholder Resolution. 

“Shareholder Resolution” means the ordinary resolution
to be considered by the Shareholders at the Shareholder Meeting to approve
the issuance, effectiveness, and the terms and conditions of the Interest
Warrant, the First Debenture and the Second Debenture, the exercise of the
Initial Warrant, the Second Warrant and the Interest Warrant and the conversion
of the First Debenture and the Second Debenture, such resolution to be in form
and substance satisfactory to the Corporation and the Purchaser, acting
reasonably. 

“Shareholders” means holders of Common Shares (excluding
the Holder). 

“Warrant Exercise Date” has the meaning specified in
Paragraph 2.1(1)(a)(ii). 




SCHEDULE B 
FORM OF WARRANTS AND DEBENTURES


SCHEDULE B-1 
FORM OF INITIAL WARRANT 

See attached. 




THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT
TRANSFERABLE. 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF
A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE 1933 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 IN REGULATION S UNDER THE 1933 ACT. 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE
HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE APRIL 20, 2015.


WARRANT CERTIFICATE 

MNP PETROLEUM CORPORATION. 

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME
OF EXPIRY
 (AS DEFINED HEREIN). 

	Warrant Certificate No.: 19/12/14.01 	Right to Purchase 23,717,633 Common
      Shares 
	Number of Warrants: 23,717,633 	  


This is to certify that, for value received, STICHTING VB
VAGOBEL, of Utrechseweg 323, 3818 EK Amersfoort, The Neterlands, is
the registered holder of 23,717,633 common share purchase warrants (each,
a “Warrant” and collectively, the “Warrants”), subject to
adjustment as provided in the Terms and Conditions (as hereinafter defined), of
MNP PETROLEUM CORPORATION (the “Company”). Each Warrant provides
that the Holder, at the Exercise Time and upon and subject to the Terms and
Conditions, will acquire from the Company one fully paid and non-assessable
Warrant Share at the Exercise Price. 




- 2 - 

ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE
ONE WARRANT SHARE. THIS CERTIFICATE REPRESENTS 23,717,633 WARRANTS. 

These Warrants are issued subject to the Terms and Conditions,
which are attached to this certificate or any replacement certificate (in either
case the “Warrant Certificate”) as Appendix “A” (the “Terms and
Conditions”). Capitalized terms used in this Certificate and not otherwise
defined have the meanings given to them in the Terms and Conditions, unless
there is something in the subject matter or context inconsistent therewith. 

Nothing contained herein or in the Terms and Conditions will
confer any right upon the Holder or any other person to subscribe for or
purchase any Warrant Shares at any time subsequent to the Time of Expiry and
from and after such time, these Warrants and all rights under this Warrant
Certificate will be void and of no value. 

IN WITNESS WHEREOF the Company has caused this Warrant
Certificate to be executed. 

DATED at Baar, Switzerland, this 19th day of December, 2014. 

MNP PETROLEUM CORPORATION 

	Per: 		 
	 	Authorized Signatory 	 






- 3 - 

APPENDIX “A” 

TERMS AND CONDITIONS 

TERMS AND CONDITIONS dated December 19, 2014 (the “Terms and
Conditions”), attached to Warrant Certificate No. 19/12/14.1 issued by MNP
Petroleum Corporation. 

1. INTERPRETATION 

1.1 Definitions 

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

	 	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended, and all rules, regulations, orders, notices and
      policy statements thereunder, as amended from time to time, and any
      successor legislation.

	 	 	 
	 	(b) 	
      “Affiliate” or “affiliate” has the meaning
      attributed to it in Rule 405 promulgated by the Securities and Exchange
      Commission pursuant to the 1933 Act and means, unless otherwise specified,
      a person that directly, or indirectly through one or more intermediaries,
      controls or is controlled by, or is under common control with, the person
      specified.

	 	 	 
	 	(c) 	
      “Business Day” means any day, other than a
      Saturday or Sunday, or a day on which banking institutions in Baar,
      Switzerland or Amersfoort, the Netherlands are authorized or required by
      law or other government action to close;

	 	 	 
	 	(d) 	
      "Common Shares" means the class of common shares
      which the Corporation is authorized to issue as at the close of business
      on the Effective Date; provided that in the event of any adjustment
      pursuant to the provisions of Section 4.3(a) hereof, "Common
      Shares" shall thereafter mean the shares or other securities or
      property resulting from such adjustment;

	 	 	 
	 	(a) 	
      “Company” means MNP Petroleum Corporation until a
      successor corporation will have become such as a result of consolidation,
      amalgamation or merger of the Company with or into any other corporation
      or corporations, or as a result of the conveyance or transfer of all or
      substantially all of the properties and estates of the Company as an
      entirety to any other corporation, and, thereafter, “Company” will mean
      such successor corporation;

	 	 	 
	 	(b) 	
      "Director" means a director of the Company for the
      time being, and, unless otherwise specified herein, reference to
      "action by the Directors" means action by the directors of the
      Company as a board or, whenever empowered, action by any committee of the
      directors of the Company;

	 	 	 
	 	(c) 	
      "Effective Date" means the date the Warrants are
      issued;

	 	 	 
	 	(d) 	
      "Exercise Date" means the date that is five
      Business Days following the date of the Shareholder Meeting;

	 	 	 
	 	(e) 	
      “Exercise Time” means 10:00 a.m. (in Baar,
      Switzerland) on the Exercise Date;







- 4 - 

	 	(f) 	
      “Exchange” means the TSX Venture Exchange operated
      by TMX Group Limited;

	 	 	 
	 	(g) 	
      “Exercise Price” means $0.20 per Warrant Share,
      subject to adjustment as provided in Section 4.3(a) hereof;

	 	 	 
	 	(h) 	
      “First Debenture” has the meaning attributed to it
      in the Private Placement Agreement;

	 	 	 
	 	(i) 	
      “herein”, “hereby” and similar expressions
      refer to these Terms and Conditions as the same may be amended or modified
      from time to time;

	 	 	 
	 	(j) 	
      “Holder” means Stichting VB Vagobel;

	 	 	 
	 	(k) 	
      “Interest Warrant” has the meaning attributed to
      it in the Private Placement Agreement;

	 	 	 
	 	(l) 	
      “person” and “Person” means a natural
      person, corporation, limited liability corporation, unlimited liability
      corporation, joint stock corporation, partnership, limited partnership,
      limited liability partnership, trust, trustee, any unincorporated
      organization, joint venture or any other entity;

	 	 	 
	 	(m) 	
      “Private Placement Agreement” means the Private
      Placement Agreement dated November 29, 2014, between the Company and the
      Holder pursuant to which, among other things, the Company agreed to issue
      the Warrants and other securities;

	 	 	 
	 	(n) 	
      “Second Debenture” has the meaning attributed to
      it in the Private Placement Agreement;

	 	 	 
	 	(o) 	
      “Second Warrant” has the meaning attributed to it
      in the Private Placement Agreement;

	 	 	 
	 	(p) 	
      “Section” followed by a number refers to the
      specified Section of these Terms and Conditions;

	 	 	 
	 	(q) 	
      “Shareholder Meeting” means the special meeting of
      the Shareholders, including any adjournment or postponement thereof, to be
      called and held to consider the Shareholder Resolution.

	 	 	 
	 	(r) 	
      “Shareholder Resolution” means the ordinary
      resolution to be considered by the Shareholders at the Shareholder Meeting
      to approve the issuance, effectiveness, and the terms and conditions of
      the Interest Warrant, the First Debenture and the Second Debenture, the
      exercise of these Warrants, the Second Warrant and the Interest Warrant
      and the conversion of the First Debenture and the Second Debenture, such
      resolution to be in form and substance satisfactory to the Corporation and
      the Purchaser, acting reasonably.

	 	 	 
	 	(s) 	
      “Shareholders” means the holders of Common Shares
      (excluding the Holder);

	 	 	 
	 	(t) 	
      “Shares” means the common shares in the capital of
      the Company as constituted at the date hereof and any Shares resulting
      from any subdivision or consolidation of the Shares;

	 	 	 
	 	(u) 	
      “Time of Expiry” means 5:00 pm (in Baar,
      Switzerland) on the Exercise Date, if the Shareholders do not approve the
      Shareholder Resolution at the Shareholder
Meeting;







- 5 - 

	 	(v) 	
      "Trading Day" with respect to a stock exchange
      means a day on which such stock exchange is open for business and with
      respect to the over-the-counter market means a day on which shares may be
      traded through the facilities of such over-the-counter market;

	 	 	 	 
	 	(w) 	
      “Transfer” includes:

	 	 	 	 
	 		(i) 	
      any direct or indirect sale, exchange, assignment, gift,
      bequest, disposition, mortgage, charge, pledge, encumbrance, grant of a
      security interest or other arrangement by which possession, legal title or
      beneficial ownership passes from one person to another, or to the same
      person in a different capacity; or

	 	 	 	 
	 		(ii) 	
      any disposition by way of option, right or privilege
      capable of becoming an agreement or option,

	 	 	 	 
	 		
      whether or not voluntarily and whether or not for value,
      and any agreement to effect any of the foregoing, and the words
      “Transferred”, “Transferring” and similar words have
      corresponding meanings;

	 	 	 	 
	 	(x) 	
      “Warrant Certificate” means the Warrant
      Certificate attached to these Terms and Conditions;

	 	 	 	 
	 	(y) 	
      “Warrant” means one of the warrants issued
      hereunder and “Warrants” means all of the warrants issued
      hereunder, each one of which provides that the Holder will purchase one
      Common Share for an exercise price of $0.20 at the Exercise Time, subject
      to adjustment in accordance with Section 4.3(a) hereof; and

	 	 	 	 
	 	(z) 	
      “Warrant Shares” means the Shares issuable upon
      exercise of the Warrants.



1.2 Gender 

Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders. 

1.3 Interpretation not affected by Headings 

The division of these Terms and Conditions into sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation thereof. 

1.4 Applicable Law 

The Warrants will be exclusively construed in accordance with
the laws of the State of Nevada. The Warrant Certificate and these Terms and
Conditions are governed by the laws of State of Nevada. The Holder irrevocably
attorns to the jurisdiction of the courts of the State of Nevada. 

1.5 Currency 

Unless otherwise provided, all dollar amounts referred to in
the Warrant Certificate and these Terms and Conditions are in lawful money of
the United States of America. 




- 6 - 

2. ISSUE OF WARRANTS 

2.1 Additional Warrants 

The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase Shares. 

2.2 Warrants to Rank Pari Passu 

All Warrants and additional warrants, options or similar rights
to purchase Shares from time to time issued or granted by the Company will rank
pari passu, whatever may be the actual dates of issue or grant thereof,
or of the dates of the certificates by which they are evidenced. 

2.3 Replacement of Lost or Damaged Warrant Certificate


	 	(a) 	
      In case any Warrant Certificate becomes mutilated, lost,
      destroyed or stolen, the Company, at 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, 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 replacement Warrant Certificate will be entitled to the benefit hereof
      and rank equally in accordance with its terms with all other warrants
      issued or to be issued by the Company.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant Certificate
      pursuant hereto will bear the cost of the issue thereof and, in case of
      loss, destruction or theft, will furnish to the Company such evidence of
      ownership and of loss, destruction or theft of the Warrant Certificate so
      lost, destroyed or stolen as will be satisfactory to the Company in its
      discretion. Such applicant may also be required to furnish indemnity in
      amount and form satisfactory to the Company in its discretion, and will
      pay the reasonable charges of the Company in connection
  therewith.



2.4 Holder Not a Shareholder 

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

3. NOTICE 

3.1 Notice to Holder 

Any notice required or permitted to be given to the Holder must
be in writing and may be delivered in person, by overnight courier or by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy to the address of the Holder appearing on
the Warrant Certificate or to such other address as the Holder may specify by
notice in writing to the Company to the address set forth in Section 3.2, and
any such notice will be deemed to have been given and received by the Holder:
(i) if by facsimile or other electronic communication, on successful
transmission; or (ii) if deposited with an overnight courier or hand delivered,
on delivery. 




- 7 - 

3.2 Notice to the Company 

Any notice required or permitted to be given to the Company
must be in writing and may be delivered in person, by overnight courier or by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy to the address of the Company set forth
below or such other address as the Company may specify by notice in writing to
the Holder to the address of the Holder appearing on the Warrant Certificate,
and any such notice will be deemed to have been given and received by the
Company: (i) if by facsimile or other electronic communication, on successful
transmission; or (ii) if deposited with an overnight courier or hand delivered,
on delivery. 

Notices to the Company shall be
delivered to: 

MNP Petroleum Corporation

Bahnhofstrasse 9, Postfach 155 
CH – 6341 Baar

Switzerland
Attention: Heinz J. Scholz and Peter-Mark Vogel 

with a copy (which shall not constitute
notice) to: 

	 	Clark Wilson LLP 
	 	Barristers and Solicitors 
	 	900 – 885 West Georgia Street 
	 	Vancouver, BC 
	 	Canada V6C 3H1 
	 	Attn: 	Ethan Minsky 
	 	Fax: 	604.687.6314 


4. EXERCISE OF WARRANTS 

4.1 Method of Exercise of Warrants 

Following approval of the Shareholder Resolution at the
Shareholder Meeting, the Holder shall purchase all of the Warrant Shares at the
Exercise Price at the Exercise Time by providing the Company with the following
documents: 

	 	(a) 	
      a completed and executed subscription form, in the form
      attached as Appendix B hereto (the “Subscription Form”);

	 	 	 
	 	(b) 	
      surrendering the Warrant Certificate, together with the
      executed Subscription Form, to the Company at the address set forth in
      Section 3.2; and

	 	 	 
	 	(c) 	
      paying the Exercise Price, in immediately available U.S.
      funds, by wire transfer to the Company or its lawyers pursuant to wiring
      instructions that will be provided to the Holder not less than five (5)
      Business Days prior to the Exercise Date.



4.2 Effect of Exercise of Warrants 

	 	(a) 	
      Following approval of the Shareholder Resolution at the
      Shareholder Meeting, at the Exercise Time and upon receipt by the Company
      of the duly executed Subscription Form and the Exercise Price, the Warrant
      Shares so subscribed for will be deemed to have been allotted and issued
      as fully paid and non-assessable Common Shares and the Holder
  will be deemed to have become the holder (or holders) of
    record of such Warrant Shares on such date.







- 8 - 

	 	(b) 	
      As promptly as practicable after the Exercise Time and,
      in any event, within ten (10) Business Days after the Exercise Date, the
      Company shall forthwith cause to be delivered to the Holder a certificate
      for the Warrant Shares.



4.3 Warrants for Fractions of Warrant Shares 

	 	(a) 	
      The Company shall not be required to issue or cause to be
      issued fractional Warrant Shares on the exercise of these Warrants. If any
      fraction of a Warrant Share would, except for the provisions of this
      Section 4.3, be issuable upon exercise of these Warrants, the number of
      Warrant Shares to be issued will be rounded up to the nearest whole
      share.



4.4 Adjustment of Exercise Price and Number of Warrant
Shares 

	 	(a) 	
      If at any time or from time to time while the Warrants
      are still outstanding, the Company shall effect a subdivision or
      consolidation of the issued and outstanding Shares, the Exercise Price in
      effect immediately before the subdivision shall be proportionately
      decreased, and, conversely, the Exercise Price in effect immediately
      before a consolidation shall be proportionately increased. Any adjustment
      under this Section 4.4(a) shall become effective at the close of business
      on the date the subdivision or consolidation becomes effective.

	 	 	 	 
	 	(b) 	
      If at any time while the Warrants are outstanding, (i)
      the Company effects any merger or combination of the Company with or into
      another entity, (ii) the Company effects any sale of all or substantially
      all of its assets in one or more transactions, (iii) any tender offer or
      exchange offer (whether by the Company or another entity) is completed
      pursuant to which holders of Shares are permitted to tender or exchange
      their Shares for other securities, cash or property, or (iv) the Company
      effects any reclassification or recapitalization of the Shares or any
      compulsory share exchange pursuant to which the Shares are effectively
      converted into or exchanged for other securities, cash or property (other
      than a subdivision, consolidation or dividend provided for elsewhere in
      this Section 4.4) (in any such case, a “Fundamental Change”), then,
      upon any subsequent exercise of the Warrant, the Holder shall have the
      right to receive, for each Warrant Share that would have been issuable
      upon such exercise absent such Fundamental Change, the same kind and
      amount of securities, cash or property as it would have been entitled to
      receive upon the occurrence of such Fundamental Change if it had been,
      immediately prior to such Fundamental Change, the holder of such Warrant
      Share (the “Alternate Consideration”). If holders of Shares are
      given any choice as to the securities, cash or property to be received in
      a Fundamental Change, then the Holder shall be given the same choice as to
      the Alternate Consideration it receives upon any exercise of the Warrants
      following such Fundamental Change. In the event of a Fundamental Change,
      the Company or the successor or purchasing entity, as the case may be,
      shall execute with the Holder a written agreement providing
that:

	 	 	 	 
	 		(i) 	
      the Warrants shall thereafter entitle the Holder to
      purchase the Alternate Consideration; and

	 	 	 	 
	 		(ii) 	
      in the case of any such successor or purchasing entity,
      upon such consolidation, merger, statutory exchange, combination, sale or
      conveyance, such successor or purchasing entity shall be jointly and
severally liable with the Company for the performance of all of the Company’s
obligations under the Warrants and the Private Placement Agreement. 







- 9 - 

	 	(c) 	
      If, in the case of any Fundamental Change, the Alternate
      Consideration includes shares, other securities, other property or assets
      of an entity other than the Company or any such successor or purchasing
      entity, as the case may be, then such written agreement shall also be
      executed by such other entity and shall contain such additional provisions
      to protect the interests of the Holder as the board of directors of the
      Company shall reasonably consider necessary by reason of the foregoing. At
      the Holder’s request, any successor to the Company or surviving entity in
      such Fundamental Change shall issue to the Holder a new Warrant
      Certificate consistent with the foregoing provisions and evidencing the
      Holder’s right to exercise the Warrants for Alternate Consideration. Any
      agreement pursuant to which a Fundamental Change is effected shall include
      terms requiring any such successor or surviving entity to comply with the
      provisions of this Section 4.4 and insuring that the Warrants (or any
      other replacement security) will be similarly adjusted upon any subsequent
      transaction analogous to a Fundamental Change.



4.5 Limitation on Exercise 

Notwithstanding anything else contained herein to the contrary,
until the Company has obtained Shareholder Approval, the number of Common Shares
that may be acquired by the Holder upon the exercise of this Warrant (or
otherwise in respect hereof) shall be limited to the extent necessary to ensure
that, following such exercise (or other issuance) the total number of Common
Shares then beneficially owned by the Holder and its Affiliates and any other
Persons whose beneficial ownership of Common Shares would be aggregated with the
Holder's by the Exchange, does not exceed 19.9% of the total number of issued
and outstanding Common Shares including for such purpose the Warrant Shares
issuable upon exercise of the Warrants. 

5. RESERVATION OF WARRANT SHARES


The Company covenants with the Holder that so long as this
Warrant remains outstanding it will reserve and keep available a sufficient
number of Common Shares for the purpose of enabling the Company to satisfy its
obligations to issue Warrant Shares upon the exercise of the Warrants, and all
Warrants shall, when countersigned and registered as provided herein, be valid
and enforceable against the Company. 

6. WAIVER OF CERTAIN RIGHTS 

The Holder, as part of the consideration for the issue of the
Warrants, waives and will not have any right, cause of action or remedy now or
hereafter existing in any jurisdiction against any past, present or future
incorporator, shareholder, director or officer of the Company for the issue of
Warrant Shares pursuant to the exercise of any Warrant, or on any covenant,
agreement, representation or warranty by the Company herein contained or
contained in the Warrant Certificate. 

7. MODIFICATION OF TERMS AND CONDITIONS FOR
CERTAIN PURPOSES 

From time to time, the Company may, subject to the provisions
herein and acting reasonably and in good faith, modify the Terms and Conditions
hereof, for the purpose of correction or rectification of any ambiguities,
defective provisions, errors or omissions herein. 




- 10 - 

8. TIME OF ESSENCE 

Time will be of the essence hereof. 

9. SUCCESSORS 

This Warrant Certificate will enure to the benefit of and be
binding upon the Holder and the Company and its successors. 

10. WARRANTS NOT TRANSFERABLE 

This Warrant Certificate is not transferable. 




- 11 - 

APPENDIX B 

SUBSCRIPTION FORM 

	TO: 	MNP PETROLEUM CORPORATION 
	 	Bahnhofstrasse 9, Postfach
      155  
	  	CH-6341 Baar 
	  	Switzerland 
	  	Attention: Chief Financial Officer
  


The undersigned Holder of the within Warrant Certificate hereby
subscribes for 23,717,633 common shares (the “Shares”) of MNP
PETROLEUM CORPORATION (the “Company) pursuant to the within Warrant
Certificate at $0.20 per Share on and subject to the Terms and Conditions of the
within Warrant Certificate (the “Warrant Terms”). This subscription is
accompanied by payment of the purchase price of the Shares by way of a wire
transfer pursuant to instructions that have been provided by the Company. The
Holder represents that this subscription will not violate the terms of Section
4.5 of the Warrant Terms, and that the undersigned holder (i) at the time of
exercise of the Warrants is not in the United States; (ii) is not a "U.S.
person" as defined in Regulation S under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), (iii) is not exercising the
Warrants on behalf of a "U.S. person"; and (iv) did not execute or deliver this
subscription form in the United States. 

The undersigned hereby directs that the Shares hereby
subscribed for be issued and delivered as follows: 

	NAME(S) IN FULL 	 	ADDRESS(ES) 	 	NUMBER OF SHARES 
	Stichting VB Vagobel 	 	Utrechseweg 323, 3818 EK, 	 	23,717,633 
	  	 	Amersfoort, The Neterlands 	 	 
    
	  	 	  	 	  
	  	 	  	 	  
	  	 	  	 	  
	  	 	TOTAL: 	 	23,717,633 


(Please print full name in which share certificates are to be
issued). 

DATED this _____ day of ______________________, 20___. 

	In the presence of: 	 	  
	 	 	 
	Signature of Witness 	 	Signature of Warrant Holder 
	 	 	 
	Please print below your name and address in full. 	 	  
	 	 	 
	 	 	 
	Name (Mr./Mrs./Miss) 	 	  
	 	 	 
	 	 	 
	Address 	 	  
	 	 	 
	 	 	 






- 12 - 

LEGENDS 

The certificates representing the Shares acquired on the
exercise of the Warrants will bear the following legends, if and as applicable:


THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE APRIL 20, 2015. 

 

INSTRUCTIONS FOR SUBSCRIPTION FORM


The signature to the Subscription Form must correspond in every
particular with the name written upon the face of the Warrant Certificate
without alteration or enlargement or any change whatever. If there is more than
one subscriber, all must sign. 

In the case of persons signing by agent or attorney or by
personal representative(s), the authority of such agent, attorney or
representative(s) to sign must be proven to the satisfaction of the Company.


The Warrant Certificate and the Subscription Form must be
delivered by hand or by courier. 




SCHEDULE B-2 
FORM OF SECOND WARRANT 

See attached. 




THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT
TRANSFERABLE. 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF
A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE 1933 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 IN REGULATION S UNDER THE 1933 ACT. 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE
HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE APRIL 20, 2015.


WARRANT CERTIFICATE 

MNP PETROLEUM CORPORATION. 

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME
OF EXPIRY 
(AS DEFINED HEREIN). 

	Warrant Certificate No.: 19/12/14.02 	Right to Purchase 5,771,130 Common
      Shares 
	Number of Warrants: 5,771,130 	  


This is to certify that, for value received, STICHTING VB
VAGOBEL, of Utrechseweg 323, 3818 EK Amersfoort, The Neterlands, is
the registered holder of 5,771,130 common share purchase warrants (each,
a “Warrant” and collectively, the “Warrants”), subject to
adjustment as provided in the Terms and Conditions (as hereinafter defined), of
MNP PETROLEUM CORPORATION (the “Company”). Each Warrant provides
that the Holder, at the Exercise Time and upon and subject to the Terms and
Conditions, will acquire from the Company one fully paid and non-assessable
Warrant Share at the Exercise Price. 




- 2 - 

ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE
ONE WARRANT SHARE. THIS CERTIFICATE REPRESENTS 5,771,130 WARRANTS. 

These Warrants are issued subject to the Terms and Conditions,
which are attached to this certificate or any replacement certificate (in either
case the “Warrant Certificate”) as Appendix “A” (the “Terms and
Conditions”). Capitalized terms used in this Certificate and not otherwise
defined have the meanings given to them in the Terms and Conditions, unless
there is something in the subject matter or context inconsistent therewith. 

Nothing contained herein or in the Terms and Conditions will
confer any right upon the Holder or any other person to subscribe for or
purchase any Warrant Shares at any time subsequent to the Time of Expiry and
from and after such time, these Warrants and all rights under this Warrant
Certificate will be void and of no value. 

IN WITNESS WHEREOF the Company has caused this Warrant
Certificate to be executed. 

DATED at Baar, Switzerland, this 19th day of December, 2014. 

MNP PETROLEUM CORPORATION 

	Per: 		 
	 	Authorized Signatory 	 






- 3 - 

APPENDIX “A” 

TERMS AND CONDITIONS 

TERMS AND CONDITIONS dated December 19th, 2014 (the “Terms and
Conditions”), attached to Warrant Certificate No. 19/12/14.02 issued by MNP
Petroleum Corporation. 

1. INTERPRETATION 

1.1 Definitions 

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

	 	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended, and all rules, regulations, orders, notices and
      policy statements thereunder, as amended from time to time, and any
      successor legislation.

	 	 	 
	 	(b) 	
      “Affiliate” or “affiliate” has the meaning
      attributed to it in Rule 405 promulgated by the Securities and Exchange
      Commission pursuant to the 1933 Act and means, unless otherwise specified,
      a person that directly, or indirectly through one or more intermediaries,
      controls or is controlled by, or is under common control with, the person
      specified.

	 	 	 
	 	(c) 	
      “Business Day” means any day, other than a
      Saturday or Sunday, or a day on which banking institutions in Baar,
      Switzerland or Amersfoort, the Netherlands are authorized or required by
      law or other government action to close;

	 	 	 
	 	(d) 	
      "Common Shares" means the class of common shares
      which the Corporation is authorized to issue as at the close of business
      on the Effective Date; provided that in the event of any adjustment
      pursuant to the provisions of Section 4.3(a) hereof, "Common
      Shares" shall thereafter mean the shares or other securities or
      property resulting from such adjustment;

	 	 	 
	 	(a) 	
      “Company” means MNP Petroleum Corporation until a
      successor corporation will have become such as a result of consolidation,
      amalgamation or merger of the Company with or into any other corporation
      or corporations, or as a result of the conveyance or transfer of all or
      substantially all of the properties and estates of the Company as an
      entirety to any other corporation, and, thereafter, “Company” will mean
      such successor corporation;

	 	 	 
	 	(b) 	
      "Director" means a director of the Company for the
      time being, and, unless otherwise specified herein, reference to
      "action by the Directors" means action by the directors of the
      Company as a board or, whenever empowered, action by any committee of the
      directors of the Company;

	 	 	 
	 	(c) 	
      "Effective Date" means the date the Warrants are
      issued;

	 	 	 
	 	(d) 	
      "Exercise Date" means the date that is five
      Business Days following the date of the Shareholder Meeting;

	 	 	 
	 	(e) 	
      “Exercise Time” means 10:00 a.m. (in Baar,
      Switzerland) on the Exercise Date;







- 4 - 

	 	(f) 	
      “Exchange” means the TSX Venture Exchange operated
      by TMX Group Limited;

	 	 	 
	 	(g) 	
      “Exercise Price” means $0.15 per Warrant Share,
      subject to adjustment as provided in Section 4.3(a) hereof;

	 	 	 
	 	(h) 	
      “First Debenture” has the meaning attributed to it
      in the Private Placement Agreement;

	 	 	 
	 	(i) 	
      “herein”, “hereby” and similar expressions
      refer to these Terms and Conditions as the same may be amended or modified
      from time to time;

	 	 	 
	 	(j) 	
      “Holder” means Stichting VB Vagobel;

	 	 	 
	 	(k) 	
      “Interest Warrant” has the meaning attributed to
      it in the Private Placement Agreement;

	 	 	 
	 	(l) 	
      “person” and “Person” means a natural
      person, corporation, limited liability corporation, unlimited liability
      corporation, joint stock corporation, partnership, limited partnership,
      limited liability partnership, trust, trustee, any unincorporated
      organization, joint venture or any other entity;

	 	 	 
	 	(m) 	
      “Private Placement Agreement” means the Private
      Placement Agreement dated November 29, 2014, between the Company and the
      Holder pursuant to which, among other things, the Company agreed to issue
  the Warrants and other securities;

	 	 	 
	 	(n) 	
      “Second Debenture” has the meaning attributed to
      it in the Private Placement Agreement;

	 	 	 
	 	(o) 	
      “Second Warrant” has the meaning attributed to it
      in the Private Placement Agreement;

	 	 	 
	 	(p) 	
      “Section” followed by a number refers to the
      specified Section of these Terms and Conditions;

	 	 	 
	 	(q) 	
      “Shareholder Meeting” means the special meeting of
      the Shareholders, including any adjournment or postponement thereof, to be
      called and held to consider the Shareholder Resolution.

	 	 	 
	 	(r) 	
      “Shareholder Resolution” means the ordinary
      resolution to be considered by the Shareholders at the Shareholder Meeting
      to approve the issuance, effectiveness, and the terms and conditions of
      the Interest Warrant, the First Debenture and the Second Debenture, the
      exercise of these Warrants, the Second Warrant and the Interest Warrant
      and the conversion of the First Debenture and the Second Debenture, such
      resolution to be in form and substance satisfactory to the Corporation and
      the Purchaser, acting reasonably.

	 	 	 
	 	(s) 	
      “Shareholders” means the holders of Common Shares
      (excluding the Holder);

	 	 	 
	 	(t) 	
      “Shares” means the common shares in the capital of
      the Company as constituted at the date hereof and any Shares resulting
      from any subdivision or consolidation of the Shares;

	 	 	 
	 	(u) 	
      “Time of Expiry” means 5:00 pm (in Baar,
      Switzerland) on the Exercise Date, if the Shareholders do not approve the
      Shareholder Resolution at the Shareholder
Meeting;







- 5 - 

	 	(v) 	
      "Trading Day" with respect to a stock exchange
      means a day on which such stock exchange is open for business and with
      respect to the over-the-counter market means a day on which shares may be
      traded through the facilities of such over-the-counter market;

	 	 	 	 
	 	(w) 	
      “Transfer” includes:

	 	 	 	 
	 		(i) 	
      any direct or indirect sale, exchange, assignment, gift,
      bequest, disposition, mortgage, charge, pledge, encumbrance, grant of a
      security interest or other arrangement by which possession, legal title or
      beneficial ownership passes from one person to another, or to the same
      person in a different capacity; or

	 	 	 	 
	 		(ii) 	
      any disposition by way of option, right or privilege
      capable of becoming an agreement or option,

	 	 	 	 
	 		
      whether or not voluntarily and whether or not for value,
      and any agreement to effect any of the foregoing, and the words
      “Transferred”, “Transferring” and similar words have
      corresponding meanings;

	 	 	 	 
	 	(x) 	
      “Warrant Certificate” means the Warrant
      Certificate attached to these Terms and Conditions;

	 	 	 	 
	 	(y) 	
      “Warrant” means one of the warrants issued
      hereunder and “Warrants” means all of the warrants issued
      hereunder, each one of which provides that the Holder will purchase one
      Common Share for an exercise price of $0.15 at the Exercise Time, subject
      to adjustment in accordance with Section 4.3(a) hereof; and

	 	 	 	 
	 	(z) 	
      “Warrant Shares” means the Shares issuable upon
      exercise of the Warrants.



1.2 Gender 

Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders. 

1.3 Interpretation not affected by Headings 

The division of these Terms and Conditions into sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation thereof. 

1.4 Applicable Law 

The Warrants will be exclusively construed in accordance with
the laws of the State of Nevada. The Warrant Certificate and these Terms and
Conditions are governed by the laws of State of Nevada. The Holder irrevocably
attorns to the jurisdiction of the courts of the State of Nevada. 

1.5 Currency 

Unless otherwise provided, all dollar amounts referred to in
the Warrant Certificate and these Terms and Conditions are in lawful money of
the United States of America. 




- 6 - 

2. ISSUE OF WARRANTS 

2.1 Additional Warrants 

The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase Shares. 

2.2 Warrants to Rank Pari Passu 

All Warrants and additional warrants, options or similar rights
to purchase Shares from time to time issued or granted by the Company will rank
pari passu, whatever may be the actual dates of issue or grant thereof,
or of the dates of the certificates by which they are evidenced. 

2.3 Replacement of Lost or Damaged Warrant Certificate


	 	(a) 	
      In case any Warrant Certificate becomes mutilated, lost,
      destroyed or stolen, the Company, at 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, 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 replacement Warrant Certificate will be entitled to the benefit hereof
      and rank equally in accordance with its terms with all other warrants
      issued or to be issued by the Company.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant Certificate
      pursuant hereto will bear the cost of the issue thereof and, in case of
      loss, destruction or theft, will furnish to the Company such evidence of
      ownership and of loss, destruction or theft of the Warrant Certificate so
      lost, destroyed or stolen as will be satisfactory to the Company in its
      discretion. Such applicant may also be required to furnish indemnity in
      amount and form satisfactory to the Company in its discretion, and will
      pay the reasonable charges of the Company in connection
  therewith.



2.4 Holder Not a Shareholder 

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

3. NOTICE 

3.1 Notice to Holder 

Any notice required or permitted to be given to the Holder must
be in writing and may be delivered in person, by overnight courier or by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy to the address of the Holder appearing on
the Warrant Certificate or to such other address as the Holder may specify by
notice in writing to the Company to the address set forth in Section 3.2, and
any such notice will be deemed to have been given and received by the Holder:
(i) if by facsimile or other electronic communication, on successful
transmission; or (ii) if deposited with an overnight courier or hand delivered,
on delivery. 




- 7 - 

3.2 Notice to the Company 

Any notice required or permitted to be given to the Company
must be in writing and may be delivered in person, by overnight courier or by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy to the address of the Company set forth
below or such other address as the Company may specify by notice in writing to
the Holder to the address of the Holder appearing on the Warrant Certificate,
and any such notice will be deemed to have been given and received by the
Company: (i) if by facsimile or other electronic communication, on successful
transmission; or (ii) if deposited with an overnight courier or hand delivered,
on delivery. 

Notices to the Company shall be
delivered to: 

	 	MNP Petroleum Corporation 
	 	Bahnhofstrasse 9, Postfach 155 
	 	CH – 6341 Baar 
	 	Switzerland 
	 	Attention: Heinz J. Scholz and Peter-Mark Vogel
    


with a copy (which shall not constitute
notice) to: 

	 	Clark Wilson LLP 
	 	Barristers and Solicitors 
	 	900 – 885 West Georgia Street 
	 	Vancouver, BC 
	 	Canada V6C 3H1 
	 	Attn: 	Ethan Minsky 
	 	Fax: 	604.687.6314 


4. EXERCISE OF WARRANTS 

4.1 Method of Exercise of Warrants 

Following approval of the Shareholder Resolution at the
Shareholder Meeting, the Holder shall purchase all of the Warrant Shares at the
Exercise Price at the Exercise Time by providing the Company with the following
documents: 

	 	(a) 	
      a completed and executed subscription form, in the form
      attached as Appendix B hereto (the “Subscription Form”);

	 	 	 
	 	(b) 	
      surrendering the Warrant Certificate, together with the
      executed Subscription Form, to the Company at the address set forth in
      Section 3.2; and

	 	 	 
	 	(c) 	
      paying the Exercise Price, in immediately available U.S.
      funds, by wire transfer to the Company or its lawyers pursuant to wiring
      instructions that will be provided to the Holder not less than five (5)
      Business Days prior to the Exercise Date.



4.2 Effect of Exercise of Warrants 

	 	(a) 	
      Following approval of the Shareholder Resolution at the
      Shareholder Meeting, at the Exercise Time and upon receipt by the Company
      of the duly executed Subscription Form and the Exercise Price, the Warrant
      Shares so subscribed for will be deemed to have been allotted and issued
      as fully paid and non-assessable Common Shares and the Holder
  will be deemed to have become the holder (or holders) of
    record of such Warrant Shares on such date.







- 8 - 

	 	(b) 	
      As promptly as practicable after the Exercise Time and,
      in any event, within ten (10) Business Days after the Exercise Date, the
      Company shall forthwith cause to be delivered to the Holder a certificate
      for the Warrant Shares.



4.3 Warrants for Fractions of Warrant Shares 

	 	(a) 	
      The Company shall not be required to issue or cause to be
      issued fractional Warrant Shares on the exercise of these Warrants. If any
      fraction of a Warrant Share would, except for the provisions of this
      Section 4.3, be issuable upon exercise of these Warrants, the number of
      Warrant Shares to be issued will be rounded up to the nearest whole
      share.



4.4 Adjustment of Exercise Price and Number of Warrant
Shares 

	 	(a) 	
      If at any time or from time to time while the Warrants
      are still outstanding, the Company shall effect a subdivision or
      consolidation of the issued and outstanding Shares, the Exercise Price in
      effect immediately before the subdivision shall be proportionately
      decreased, and, conversely, the Exercise Price in effect immediately
      before a consolidation shall be proportionately increased. Any adjustment
      under this Section 4.4(a) shall become effective at the close of business
      on the date the subdivision or consolidation becomes effective.

	 	 	 	 
	 	(b) 	
      If at any time while the Warrants are outstanding, (i)
      the Company effects any merger or combination of the Company with or into
      another entity, (ii) the Company effects any sale of all or substantially
      all of its assets in one or more transactions, (iii) any tender offer or
      exchange offer (whether by the Company or another entity) is completed
      pursuant to which holders of Shares are permitted to tender or exchange
      their Shares for other securities, cash or property, or (iv) the Company
      effects any reclassification or recapitalization of the Shares or any
      compulsory share exchange pursuant to which the Shares are effectively
      converted into or exchanged for other securities, cash or property (other
      than a subdivision, consolidation or dividend provided for elsewhere in
      this Section 4.4) (in any such case, a “Fundamental Change”), then,
      upon any subsequent exercise of the Warrant, the Holder shall have the
      right to receive, for each Warrant Share that would have been issuable
      upon such exercise absent such Fundamental Change, the same kind and
      amount of securities, cash or property as it would have been entitled to
      receive upon the occurrence of such Fundamental Change if it had been,
      immediately prior to such Fundamental Change, the holder of such Warrant
      Share (the “Alternate Consideration”). If holders of Shares are
      given any choice as to the securities, cash or property to be received in
      a Fundamental Change, then the Holder shall be given the same choice as to
      the Alternate Consideration it receives upon any exercise of the Warrants
      following such Fundamental Change. In the event of a Fundamental Change,
      the Company or the successor or purchasing entity, as the case may be,
      shall execute with the Holder a written agreement providing
that:

	 	 	 	 
	 		(i) 	
      the Warrants shall thereafter entitle the Holder to
      purchase the Alternate Consideration; and

	 	 	 	 
	 		(ii) 	
      in the case of any such successor or purchasing entity,
      upon such consolidation, merger, statutory exchange, combination, sale or
      conveyance, such successor or purchasing entity shall be jointly and
severally liable with the Company for the performance of all of the Company’s
obligations under the Warrants and the Private Placement Agreement. 







- 9 - 

	 	(c) 	
      If, in the case of any Fundamental Change, the Alternate
      Consideration includes shares, other securities, other property or assets
      of an entity other than the Company or any such successor or purchasing
      entity, as the case may be, then such written agreement shall also be
      executed by such other entity and shall contain such additional provisions
      to protect the interests of the Holder as the board of directors of the
      Company shall reasonably consider necessary by reason of the foregoing. At
      the Holder’s request, any successor to the Company or surviving entity in
      such Fundamental Change shall issue to the Holder a new Warrant
      Certificate consistent with the foregoing provisions and evidencing the
      Holder’s right to exercise the Warrants for Alternate Consideration. Any
      agreement pursuant to which a Fundamental Change is effected shall include
      terms requiring any such successor or surviving entity to comply with the
      provisions of this Section 4.4 and insuring that the Warrants (or any
      other replacement security) will be similarly adjusted upon any subsequent
      transaction analogous to a Fundamental Change.



4.5 Limitation on Exercise 

Notwithstanding anything else contained herein to the contrary,
until the Company has obtained Shareholder Approval, the number of Common Shares
that may be acquired by the Holder upon the exercise of this Warrant (or
otherwise in respect hereof) shall be limited to the extent necessary to ensure
that, following such exercise (or other issuance) the total number of Common
Shares then beneficially owned by the Holder and its Affiliates and any other
Persons whose beneficial ownership of Common Shares would be aggregated with the
Holder's by the Exchange, does not exceed 19.9% of the total number of issued
and outstanding Common Shares including for such purpose the Warrant Shares
issuable upon exercise of the Warrants. 

5. RESERVATION OF WARRANT SHARES


The Company covenants with the Holder that so long as this
Warrant remains outstanding it will reserve and keep available a sufficient
number of Common Shares for the purpose of enabling the Company to satisfy its
obligations to issue Warrant Shares upon the exercise of the Warrants, and all
Warrants shall, when countersigned and registered as provided herein, be valid
and enforceable against the Company. 

6. WAIVER OF CERTAIN RIGHTS 

The Holder, as part of the consideration for the issue of the
Warrants, waives and will not have any right, cause of action or remedy now or
hereafter existing in any jurisdiction against any past, present or future
incorporator, shareholder, director or officer of the Company for the issue of
Warrant Shares pursuant to the exercise of any Warrant, or on any covenant,
agreement, representation or warranty by the Company herein contained or
contained in the Warrant Certificate. 

7. MODIFICATION OF TERMS AND CONDITIONS FOR
CERTAIN PURPOSES 

From time to time, the Company may, subject to the provisions
herein and acting reasonably and in good faith, modify the Terms and Conditions
hereof, for the purpose of correction or rectification of any ambiguities,
defective provisions, errors or omissions herein. 




- 10 - 

8. TIME OF ESSENCE 

Time will be of the essence hereof. 

9. SUCCESSORS 

This Warrant Certificate will enure to the benefit of and be
binding upon the Holder and the Company and its successors. 

10. WARRANTS NOT TRANSFERABLE 

This Warrant Certificate is not transferable. 




- 11 - 

APPENDIX B 

SUBSCRIPTION FORM 

	TO: 	MNP PETROLEUM CORPORATION 
	 	Bahnhofstrasse 9, Postfach
155  
	  	CH-6341 Baar 
	  	Switzerland 
	  	Attention: Chief Financial Officer
  


The undersigned Holder of the within Warrant Certificate hereby
subscribes for 5,771,130 common shares (the “Shares”) of MNP
PETROLEUM CORPORATION (the “Company) pursuant to the within Warrant
Certificate at $0.15 per Share on and subject to the Terms and Conditions of the
within Warrant Certificate (the “Warrant Terms”). This subscription is
accompanied by payment of the purchase price of the Shares by way of a wire
transfer pursuant to instructions that have been provided by the Company. The
Holder represents that this subscription will not violate the terms of Section
4.5 of the Warrant Terms, and that the undersigned holder (i) at the time of
exercise of the Warrants is not in the United States; (ii) is not a "U.S.
person" as defined in Regulation S under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), (iii) is not exercising the
Warrants on behalf of a "U.S. person"; and (iv) did not execute or deliver this
subscription form in the United States. 

The undersigned hereby directs that the Shares hereby
subscribed for be issued and delivered as follows: 

	NAME(S) IN FULL 	 	ADDRESS(ES) 	 	NUMBER OF SHARES 
	Stichting VB Vagobel 	 	Utrechseweg 323, 3818 EK, 	 	5,771,130 
	  	 	Amersfoort, The Netherlands 	 	 
    
	  	 	  	 	  
	  	 	  	 	  
	  	 	  	 	  
	  	 	TOTAL: 	 	5,771,130 


(Please print full name in which share certificates are to be
issued). 

DATED this _____day of ______________________, 20___. 

	In the presence of: 	 	  
	 	 	 
	 	 	 
	Signature of Witness 	 	Signature of Warrant Holder 
	 	 	 
	 	 	 
	Please print below your name and address in full. 	 	  
	 	 	 
	 	 	 
	Name (Mr./Mrs./Miss) 	 	  
	 	 	 
	 	 	 
	Address 	 	  
	 	 	 
	 	 	 






- 12 - 

LEGENDS 

The certificates representing the Shares acquired on the
exercise of the Warrants will bear the following legends, if and as applicable:


THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE APRIL 20, 2015. 

 

INSTRUCTIONS FOR SUBSCRIPTION FORM


The signature to the Subscription Form must correspond in every
particular with the name written upon the face of the Warrant Certificate
without alteration or enlargement or any change whatever. If there is more than
one subscriber, all must sign. 

In the case of persons signing by agent or attorney or by
personal representative(s), the authority of such agent, attorney or
representative(s) to sign must be proven to the satisfaction of the Company.


The Warrant Certificate and the Subscription Form must be
delivered by hand or by courier. 




SCHEDULE B-3 
FORM OF INTEREST WARRANT 

See attached. 




THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT
TRANSFERABLE. 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF
A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE 1933 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 IN REGULATION S UNDER THE 1933 ACT. 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE
HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE <>, 2015. [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY FOLLOWING THE DATE THE WARRANT IS ISSUED]

WARRANT CERTIFICATE 

MNP PETROLEUM CORPORATION. 

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME
OF EXPIRY
 (AS DEFINED HEREIN). 

	Warrant Certificate No.: <>/<>/15.1 	Right to Purchase 7,142,857 Common
      Shares 
	Number of Warrants: 7,142,857 	  


This is to certify that, for value received, STICHTING VB
VAGOBEL, of Utrechseweg 323, 3818 EK Amersfoort, The Neterlands, is
the registered holder of 7,142,857 common share purchase warrants (each,
a “Warrant” and collectively, the “Warrants”), subject to
adjustment as provided in the Terms and Conditions (as hereinafter defined), of
MNP PETROLEUM CORPORATION (the “Company”). Each Warrant provides
that the Holder, at the Exercise Time and upon and subject to the Terms and
Conditions, will acquire from the Company one fully paid and non-assessable
Warrant Share at the Exercise Price. 

ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE
ONE WARRANT SHARE. THIS CERTIFICATE REPRESENTS 7,142,857 WARRANTS. 

These Warrants are issued subject to the Terms and Conditions,
which are attached to this certificate or any replacement certificate (in either
case the “Warrant Certificate”) as Appendix “A” (the “Terms and
Conditions”) and subject further to the terms of the
Private Placement Agreement, the First Debenture and the Second Debenture (as
those terms are defined in the Terms and Conditions). Capitalized terms used in
this Certificate and not otherwise defined have the meanings given to them in
the Terms and Conditions, unless there is something in the subject matter or
context inconsistent therewith. 




- 2 - 

Nothing contained herein or in the Terms and Conditions will
confer any right upon the Holder or any other person to subscribe for or
purchase any Warrant Shares at any time subsequent to the Time of Expiry and
from and after such time, these Warrants and all rights under this Warrant
Certificate will be void and of no value. 

IN WITNESS WHEREOF the Company has caused this Warrant
Certificate to be executed. 

DATED at Baar, Switzerland, this <> day of <>, 2015. 

MNP PETROLEUM CORPORATION 

	Per: 		 
	 	Authorized Signatory 	 






- 3 - 

APPENDIX “A” 

TERMS AND CONDITIONS 

TERMS AND CONDITIONS dated <>, 2015 (the “Terms and
Conditions”), attached to Warrant Certificate No. <>/<>/15.1 issued by MNP
Petroleum Corporation. 

1. INTERPRETATION 

1.1 Definitions 

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

	 	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended, and all rules, regulations, orders, notices and
      policy statements thereunder, as amended from time to time, and any
      successor legislation.

	 	 	 
	 	(b) 	
      “Affiliate” or “affiliate” has the meaning
      attributed to it in Rule 405 promulgated by the Securities and Exchange
      Commission pursuant to the 1933 Act and means, unless otherwise specified,
      a person that directly, or indirectly through one or more intermediaries,
      controls or is controlled by, or is under common control with, the person
      specified.

	 	 	 
	 	(c) 	
      “Business Day” means any day, other than a
      Saturday or Sunday, or a day on which banking institutions in Baar,
      Switzerland or Amersfoort, the Netherlands are authorized or required by
      law or other government action to close;

	 	 	 
	 	(d) 	
      "Common Shares" means the class of common shares
      which the Corporation is authorized to issue as at the close of business
      on the Effective Date; provided that in the event of any adjustment
      pursuant to the provisions of Section 4.3(a) hereof, "Common
      Shares" shall thereafter mean the shares or other securities or
      property resulting from such adjustment;

	 	 	 
	 	(a) 	
      “Company” means MNP Petroleum Corporation until a
      successor corporation will have become such as a result of consolidation,
      amalgamation or merger of the Company with or into any other corporation
      or corporations, or as a result of the conveyance or transfer of all or
      substantially all of the properties and estates of the Company as an
      entirety to any other corporation, and, thereafter, “Company” will mean
      such successor corporation;

	 	 	 
	 	(b) 	
      "Director" means a director of the Company for the
      time being, and, unless otherwise specified herein, reference to
      "action by the Directors" means action by the directors of the
      Company as a board or, whenever empowered, action by any committee of the
      directors of the Company;

	 	 	 
	 	(c) 	
      "Effective Date" means the date the Warrants are
      issued;

	 	 	 
	 	(d) 	
      “Exchange” means the TSX Venture Exchange operated
      by TMX Group Limited;

	 	 	 
	 	(e) 	
      “Exercise Price” means $0.70 per Warrant Share,
      subject to adjustment as provided in Section 4.3(a)
  hereof;







- 4 - 

	 	(f) 	
      “Expiry Date” means the Maturity Date of the
      Second Debenture (as that term is defined in the Second
  Debenture);

	 	 	 	 
	 	(g) 	
      “First Debenture” means the Convertible Debenture
      issued to the Holder by the Company on the First Debenture Date, pursuant to the
  Private Placement Agreement;

	 	 	 	 
	 	(h) 	“First Debenture Date” means the fifth Business Day following the Shareholder Approval Date;
	 	 	 
	 	(i) 	
      “herein”, “hereby” and similar expressions
      refer to these Terms and Conditions as the same may be amended or modified
      from time to time;

	 	 	 	 
	 	(j) 	
      “Holder” means Stichting VB Vagobel;

	 	 	 	 
	 	(k) 	
      “Interest Date” has the meaning attributed in each
      of the First Debenture and the Second Debenture;

	 	 	 	 
	 	(l) 	
      “Interest Payment Date” has the meaning attributed
      in each of the First Debenture and the Second Debenture;

	 	 	 	 
	 	(m) 	
      “person” and “Person” means a natural
      person, corporation, limited liability corporation, unlimited liability
      corporation, joint stock corporation, partnership, limited partnership,
      limited liability partnership, trust, trustee, any unincorporated
      organization, joint venture or any other entity;

	 	 	 	 
	 	(n) 	
      “Private Placement Agreement” means the Private
      Placement Agreement dated November 29, 2014, between the Company and the
      Holder pursuant to which, among other things, the Company agreed to issue
      the Interest Warrants and other securities;

	 	 	 	 
	 	(o) 	
      “Second Debenture” means the Convertible Debenture
      issued to the Holder by the Company on the Second Debenture Date, pursuant to the
      Private Placement Agreement;

	 	 	 	 
	 	(p)	“Second Debenture Date” means the date that is four months after the Shareholder Approval Date;
	 	 	 
	 	(q) 	
      “Section” followed by a number refers to the
      specified Section of these Terms and Conditions;

	 	 	 	 
	 	(r)	“Shareholder Approval Date” has the meaning attributed to it in the Private Placement Agreement;
	 	 	 
	 	(s) 	
      “Shares” means the common shares in the capital of
      the Company as constituted at the date hereof and any Shares resulting
      from any subdivision or consolidation of the Shares;

	 	 	 	 
	 	(t) 	
      “Time of Expiry” means 5:00 pm (in Baar,
      Switzerland) on the Expiry Date;

	 	 	 	 
	 	(u) 	
      "Trading Day" with respect to a stock exchange
      means a day on which such stock exchange is open for business and with
      respect to the over-the-counter market means a day on which shares may be
      traded through the facilities of such over-the-counter market;

	 	 	 	 
	 	(v) 	
      “Transfer” includes:

	 	 	 	 
	 		(i) 	
      any direct or indirect sale, exchange, assignment, gift,
      bequest, disposition, mortgage, charge, pledge, encumbrance, grant of a
      security interest or other arrangement by which possession, legal title or
      beneficial ownership passes from one person to another, or to the same
      person in a different capacity; or

	 	 	 	 
	 		(ii) 	
      any disposition by way of option, right or privilege
      capable of becoming an agreement or option,








- 5 - 

	 		
      whether or not voluntarily and whether or not for value,
      and any agreement to effect any of the foregoing, and the words
      “Transferred”, “Transferring” and similar words have
      corresponding meanings;

	 	 	 
	 	(w) 	
      “Vested Shares” has the meaning attributed in
      Section 4.1 hereof;

	 	 	 
	 	(x) 	
      “Warrant Certificate” means the Warrant
      Certificate attached to these Terms and Conditions;

	 	 	 
	 	(y) 	
      “Warrant” means one of the warrants issued
      hereunder and “Warrants” means all of the warrants issued
      hereunder, each one of which provides that the Holder will purchase one
      Common Share for an exercise price of $0.70 at the Exercise Time, subject
      to adjustment in accordance with Section 4.3(a) hereof; and

	 	 	 
	 	(z) 	
      “Warrant Shares” means the Shares issuable upon
      exercise of the Warrants.



1.2 Gender 

Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders. 

1.3 Interpretation not affected by Headings 

The division of these Terms and Conditions into sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation thereof. 

1.4 Applicable Law 

The Warrants will be exclusively construed in accordance with
the laws of the State of Nevada. The Warrant Certificate and these Terms and
Conditions are governed by the laws of State of Nevada. The Holder irrevocably
attorns to the jurisdiction of the courts of the State of Nevada. 

1.5 Currency 

Unless otherwise provided, all dollar amounts referred to in
the Warrant Certificate and these Terms and Conditions are in lawful money of
the United States of America. 

2. ISSUE OF WARRANTS 

2.1 Additional Warrants 

The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase Shares. 

2.2 Warrants to Rank Pari Passu 

All Warrants and additional warrants, options or similar rights
to purchase Shares from time to time issued or granted by the Company will rank
pari passu, whatever may be the actual dates of issue or grant thereof,
or of the dates of the certificates by which they are evidenced. 




- 6 - 

2.3 Replacement of Lost or Damaged Warrant Certificate


	 	(a) 	
      In case any Warrant Certificate becomes mutilated, lost,
      destroyed or stolen, the Company, at 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, 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 replacement Warrant Certificate will be entitled to the benefit hereof
      and rank equally in accordance with its terms with all other warrants
      issued or to be issued by the Company.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant Certificate
      pursuant hereto will bear the cost of the issue thereof and, in case of
      loss, destruction or theft, will furnish to the Company such evidence of
      ownership and of loss, destruction or theft of the Warrant Certificate so
      lost, destroyed or stolen as will be satisfactory to the Company in its
      discretion. Such applicant may also be required to furnish indemnity in
      amount and form satisfactory to the Company in its discretion, and will
      pay the reasonable charges of the Company in connection
  therewith.



2.4 Holder Not a Shareholder 

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

3. NOTICE 

3.1 Notice to Holder 

Any notice required or permitted to be given to the Holder must
be in writing and may be delivered in person, by overnight courier or by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy to the address of the Holder appearing on
the Warrant Certificate or to such other address as the Holder may specify by
notice in writing to the Company to the address set forth in Section 3.2, and
any such notice will be deemed to have been given and received by the Holder:
(i) if by facsimile or other electronic communication, on successful
transmission; or (ii) if deposited with an overnight courier or hand delivered,
on delivery. 

3.2 Notice to the Company 

Any notice required or permitted to be given to the Company
must be in writing and may be delivered in person, by overnight courier or by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy to the address of the Company set forth
below or such other address as the Company may specify by notice in writing to
the Holder to the address of the Holder appearing on the Warrant Certificate,
and any such notice will be deemed to have been given and received by the
Company: (i) if by facsimile or other electronic communication, on successful
transmission; or (ii) if deposited with an overnight courier or hand delivered,
on delivery. 




- 7 - 

Notices to the Company shall be
delivered to: 

	 	MNP Petroleum Corporation 
	 	Bahnhofstrasse 9, Postfach 155 
	 	CH – 6341 Baar 
	 	Switzerland 
	 	Attention: Heinz J. Scholz and Peter-Mark Vogel
    


with a copy (which shall not constitute
notice) to: 

	 	Clark Wilson LLP 
	 	Barristers and Solicitors 
	 	900 – 885 West Georgia Street 
	 	Vancouver, BC 
	 	Canada V6C 3H1 
	 	Attn: 	Ethan Minsky 
	 	Fax: 	604.687.6314 


4. EXERCISE OF WARRANTS 

4.1 Method of Exercise of Warrants 

The right to purchase Warrant Shares at the Exercise Price
shall vest in installments on each Interest Date. Each such installment shall
consist of such number of Warrant Shares (hereinafter “Vested Shares”) as
is determined pursuant to Section 3.2 of the First Debenture and the Second
Debenture, respectively. Within ten (10) calendar days following each Interest
Payment Date, the Holder shall provide to the Company: 

	 	(a) 	
      a completed and executed subscription form, in the form
      attached as Appendix B hereto (the “Subscription Form”) for the
      Vested Shares; and

	 	 	 
	 	(b) 	
      payment of the Exercise Price for the Vested Shares, in
      immediately available U.S. funds, by wire transfer to the Company or its
      lawyers pursuant to wiring instructions that will be provided to the
      Holder not less than five (5) Business Days prior to such Interest Payment
      Date.



4.2 Effect of Exercise of Warrants 

	 	(a) 	
      Upon receipt by the Company of the duly executed
      Subscription Form and the Exercise Price, the Warrant Shares so subscribed
      for will be deemed to have been allotted and issued as fully paid and
      non-assessable Common Shares and the Holder will be deemed to have become
      the holder (or holders) of record of such Warrant Shares on such
    date.

	 	 	 
	 	(b) 	
      As promptly as practicable after receipt of the
      Subscription Form and payment of the Exercise Price and, in any event, not
      less than twenty calendar days thereafter, the Company shall forthwith
      cause to be delivered to the Holder a certificate for the Vested
      Shares.



4.3 Warrants for Fractions of Warrant Shares 

	 	(a) 	
      The Company shall not be required to issue or cause to be
      issued fractional Warrant Shares on the exercise of these Warrants. If any
      fraction of a Warrant Share would, except for the provisions of this
Section 4.3, be issuable upon exercise of these Warrants, the number of Warrant
Shares to be issued will be rounded up to the nearest whole share. 







- 8 - 

4.4 Adjustment of Exercise Price and Number of Warrant
Shares 

	 	(a) 	
      If at any time or from time to time while the Warrants
      are still outstanding, the Company shall effect a subdivision or
      consolidation of the issued and outstanding Shares, the Exercise Price in
      effect immediately before the subdivision shall be proportionately
      decreased, and, conversely, the Exercise Price in effect immediately
      before a consolidation shall be proportionately increased. Any adjustment
      under this Section 4.4(a) shall become effective at the close of business
      on the date the subdivision or consolidation becomes effective.

	 	 	 	 
	 	(b) 	
      If at any time while the Warrants are outstanding, (i)
      the Company effects any merger or combination of the Company with or into
      another entity, (ii) the Company effects any sale of all or substantially
      all of its assets in one or more transactions, (iii) any tender offer or
      exchange offer (whether by the Company or another entity) is completed
      pursuant to which holders of Shares are permitted to tender or exchange
      their Shares for other securities, cash or property, or (iv) the Company
      effects any reclassification or recapitalization of the Shares or any
      compulsory share exchange pursuant to which the Shares are effectively
      converted into or exchanged for other securities, cash or property (other
      than a subdivision, consolidation or dividend provided for elsewhere in
      this Section 4.4) (in any such case, a “Fundamental Change”), then,
      upon any subsequent exercise of the Warrant, the Holder shall have the
      right to receive, for each Warrant Share that would have been issuable
      upon such exercise absent such Fundamental Change, the same kind and
      amount of securities, cash or property as it would have been entitled to
      receive upon the occurrence of such Fundamental Change if it had been,
      immediately prior to such Fundamental Change, the holder of such Warrant
      Share (the “Alternate Consideration”). If holders of Shares are
      given any choice as to the securities, cash or property to be received in
      a Fundamental Change, then the Holder shall be given the same choice as to
      the Alternate Consideration it receives upon any exercise of the Warrants
      following such Fundamental Change. In the event of a Fundamental Change,
      the Company or the successor or purchasing entity, as the case may be,
      shall execute with the Holder a written agreement providing
that:

	 	 	 	 
	 		(i) 	
      the Warrants shall thereafter entitle the Holder to
      purchase the Alternate Consideration; and

	 	 	 	 
	 		(ii) 	
      in the case of any such successor or purchasing entity,
      upon such consolidation, merger, statutory exchange, combination, sale or
      conveyance, such successor or purchasing entity shall be jointly and
      severally liable with the Company for the performance of all of the
      Company’s obligations under the Warrants and the Private Placement
      Agreement.

	 	 	 	 
	 	(c) 	
      If, in the case of any Fundamental Change, the Alternate
      Consideration includes shares, other securities, other property or assets
      of an entity other than the Company or any such successor or purchasing
      entity, as the case may be, then such written agreement shall also be
      executed by such other entity and shall contain such additional provisions
      to protect the interests of the Holder as the board of directors of the
      Company shall reasonably consider necessary by reason of the foregoing. At
      the Holder’s request, any successor to the Company or surviving entity in
      such Fundamental Change shall issue to the Holder
a new Warrant Certificate consistent
with the foregoing provisions and evidencing the Holder’s right to exercise the
Warrants for Alternate Consideration. Any agreement pursuant to which a
Fundamental Change is effected shall include terms requiring any such successor
or surviving entity to comply with the provisions of this Section 4.4 and
insuring that the Warrants (or any other replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Change.








- 9 - 

5. RESERVATION OF WARRANT SHARES


The Company covenants with the Holder that so long as this
Warrant remains outstanding it will reserve and keep available a sufficient
number of Common Shares for the purpose of enabling the Company to satisfy its
obligations to issue Warrant Shares upon the exercise of the Warrants, and all
Warrants shall, when countersigned and registered as provided herein, be valid
and enforceable against the Company. 

6. WAIVER OF CERTAIN RIGHTS 

The Holder, as part of the consideration for the issue of the
Warrants, waives and will not have any right, cause of action or remedy now or
hereafter existing in any jurisdiction against any past, present or future
incorporator, shareholder, director or officer of the Company for the issue of
Warrant Shares pursuant to the exercise of any Warrant, or on any covenant,
agreement, representation or warranty by the Company herein contained or
contained in the Warrant Certificate. 

7. MODIFICATION OF TERMS AND CONDITIONS FOR
CERTAIN PURPOSES 

From time to time, the Company may, subject to the provisions
herein and acting reasonably and in good faith, modify the Terms and Conditions
hereof, for the purpose of correction or rectification of any ambiguities,
defective provisions, errors or omissions herein. 

8. TIME OF ESSENCE 

Time will be of the essence hereof. 

9. SUCCESSORS 

This Warrant Certificate will enure to the benefit of and be
binding upon the Holder and the Company and its successors. 

10. WARRANTS NOT TRANSFERABLE 

This Warrant Certificate is not transferable. 




- 10 - 

APPENDIX B 

SUBSCRIPTION FORM 

	TO: 	MNP PETROLEUM CORPORATION 
	 	Bahnhofstrasse 9, Postfach
      155  
	  	CH-6341 Baar 
	  	Switzerland 
	  	Attention: Chief Financial Officer
  


The undersigned Holder of the within Warrant Certificate hereby
subscribes for ____________ common shares (the “Shares”) of MNP
PETROLEUM CORPORATION (the “Company) pursuant to the within Warrant
Certificate at $0.70 per Share on and subject to the Terms and Conditions of the
within Warrant Certificate (the “Warrant Terms”). This subscription is
accompanied by payment of the purchase price of the Shares by way of a wire
transfer pursuant to instructions that have been provided by the Company. The
Holder represents that it (i) at the time of exercise of the Warrants is not in
the United States; (ii) is not a "U.S. person" as defined in Regulation S under
the United States Securities Act of 1933, as amended (the "U.S. Securities
Act"), (iii) is not exercising the Warrants on behalf of a "U.S. person";
and (iv) did not execute or deliver this subscription form in the United States.


The undersigned hereby directs that the Shares hereby
subscribed for be issued and delivered as follows: 

	NAME(S) IN FULL 	 	ADDRESS(ES) 	 	NUMBER OF SHARES 
	Stichting VB Vagobel 	 	Utrechseweg 323, 3818 EK, 	 	  
	  	 	Amersfoort, The Neterlands 	 	 
    
	  	 	  	 	  
	  	 	  	 	  
	  	 	  	 	  
	  	 	TOTAL: 	 	 
    


(Please print full name in which share certificates are to be
issued). 

DATED this _____day of ______________________, 20___. 

	In the presence of: 	 	  
	 	 	 
	 	 	 
	Signature of Witness 	 	Signature of Warrant Holder 
	 	 	 
	Please print below your name and address in full. 	 	  
	 	 	 
	 	 	 
	Name (Mr./Mrs./Miss) 	 	  
	 	 	 
	 	 	 
	Address 	 	  
	 	 	 
	 	 	 






- 11 - 

LEGENDS 

The certificates representing the Shares acquired on the
exercise of the Warrants will bear the following legends, if and as applicable:


THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE <>, 2015. [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY FOLLOWING THE DATE THE WARRANT IS ISSUED]

 

INSTRUCTIONS FOR SUBSCRIPTION FORM


The signature to the Subscription Form must correspond in every
particular with the name written upon the face of the Warrant Certificate
without alteration or enlargement or any change whatever. If there is more than
one subscriber, all must sign. 

In the case of persons signing by agent or attorney or by
personal representative(s), the authority of such agent, attorney or
representative(s) to sign must be proven to the satisfaction of the Company.


The Warrant Certificate and the Subscription Form must be
delivered by hand or by courier. 




SCHEDULE B-4 
FORM OF FIRST DEBENTURE 

See attached. 




“THIS CONVERTIBLE DEBENTURE IS NOT TRANSFERABLE.” 

THE SECURITY REPRESENTED HEREBY AND THE SECURITIES INTO
WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).


NEITHER THE SECURITY REPRESENTED HEREBY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT,
OR ANY U.S. STATE SECURITIES LAWS AND UNLESS SO REGISTERED, NONE MAY BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS
DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER
THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING
THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
“UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT. 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE SHALL
NOT TRADE SUCH SECURITIES BEFORE <>, 2015. [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY FOLLOWING THE DATE THE DEBENTURE IS ISSUED]

Issue Date: <>, 2015 

Conversion Price (subject to adjustment as contemplated
herein): US$0.70 per Conversion Share 

UNSECURED NON-TRANSFERABLE CONVERTIBLE DEBENTURE 

FOR VALUE RECEIVED, MNP PETROLEUM CORPORATION (the
“Company”) promises to pay to STICHTING VB VAGOBEL (the
“Holder”), the Principal (as defined below) of TWENTY-FIVE MILLION
AND/00 Dollars ($25,000,000) in lawful currency of the United
States on or before the fifth anniversary of the Issue Date (the “Maturity
Date”), subject to the terms and conditions hereof and to pay interest
("Interest") on any outstanding Principal at the applicable Interest Rate
(as defined below) from the Issue Date until the same becomes due and payable,
whether upon the Maturity Date, or acceleration, conversion, redemption or
otherwise (in each case in accordance with the terms hereof. 

This Debenture is subject to the following additional terms and
conditions: 

	1. 	
      Definitions

	 	 	 
	1.1 	
      For the purposes hereof, in addition to the terms defined
      elsewhere in this Debenture: (i) capitalized terms not otherwise defined
      herein have the meanings given to such terms in the Private Placement
      Agreement (as defined herein), and (ii) the following terms shall have the
      following meanings:

	 	 	 
		(a) 	
      “Business Day” means any day, other than a
      Saturday or Sunday, or a day on which banking institutions in Baar,
      Switzerland or Amersfoort, the Netherlands are authorized or required by
      law or other government action to close;







- 2 - 

	 	(b) 	
      “Cash Interest” means one third of the Interest
      payable on any Interest Payment Date, which shall be paid or payable in
      cash;

	 	 	 
	 	(c) 	
      “Common Shares” means common shares in the capital
      of the Company and shares of any other class into which Common Shares may
      hereafter be reclassified or changed;

	 	 	 
	 	(d) 	
      “Conversion Date” has the meaning set forth in
      Section 4.3 hereof;

	 	 	 
	 	(e) 	
      “Conversion Price” means $0.70;

	 	 	 
	 	(f) 	
      “Conversion Shares” means the Shares to be issued
      upon conversion, from time-to-time, of any portion of the
  Principal;

	 	 	 
	 	(g) 	
      “Debenture” means this unsecured non-transferable
      convertible debenture and all of the terms and conditions pursuant to
      which it is issued;

	 	 	 
	 	(h) 	
      “Exchange” means the TSX Venture
  Exchange;

	 	 	 
	 	(i) 	
      “Exchange Policy 1.1” means Policy 1.1 –
      Interpretation of the Exchange;

	 	 	 
	 	(j) 	
      “Interest Date” means each anniversary of the
      Issue Date during the Term, and includes the Maturity Date;

	 	 	 
	 	(k) 	
      “Interest Payment Date” means the date that is 30
      calendar days after each Interest Date;

	 	 	 
	 	(l) 	
      “Interest Rate” means three percent (3%) per
      annum;

	 	 	 
	 	(m) 	
      “Interest Shares” means Shares issued pursuant to
      exercise of the Interest Warrant in order to pay Interest;

	 	 	 
	 	(n) 	
      “Interest Warrant” means the Common Share Purchase
      Warrant issued on <>, 2015 pursuant to which Interest Shares may be
  issued from time-to-time;

	 	 	 
	 	(o) 	
      “Issue Date” means <>, 2015;

	 	 	 
	 	(p) 	
      “Maturity Date” has the meaning attributed to it
      on the first page of this Convertible Debenture;

	 	 	 
	 	(q) 	
      “Person” means a corporation, association,
      partnership, organization, business, individual, government or political
      subdivision thereof;

	 	 	 
	 	(r) 	
      “Principal” means the amount of Principal as may
      be due and owing by the Company to the Holder from time to time under the
      Debenture;

	 	 	 
	 	(s) 	
      “Private Placement Agreement” means the Private
      Placement Agreement dated November 29, 2014, between the Company and the
      Holder pursuant to which the Holder agreed to purchase the Debenture and
  other securities;

	 	 	 
	 	(t) 	
      “Shares” means Common
Shares;







- 3 - 

	 	(u) 	
      “Trading Day” means a day on which the Shares are
      traded on the Exchange or other trading market on which the Shares are
      then listed or quoted, provided that, in the event that the Shares are not
      listed or quoted, then Trading Day shall mean a Business Day;

	 	 	 
	 	(v) 	
      “U.S. Currency” means the lawful currency of the
      United States of America;




	1.2 	
      Unless otherwise provided, all dollar amounts referred to
      in the Debenture are in U.S. Currency.

	 	 
	2. 	
      Private Placement Agreement

	 	 
	2.1 	
      This Debenture has been issued pursuant to the Private
      Placement Agreement, is subject in all respects to the terms of the
      Private Placement Agreement, and incorporates the terms of the Private
      Placement Agreement to the extent that they do not conflict with the terms
      of the Debenture. To the extent of any such conflict, the terms of this
      Debenture shall prevail and be paramount. No right, title or interest of
      the Holder in this Debenture may be transferred or assigned without the
      prior written consent of the Company, which the Company may grant or
      withhold in its sole and absolute discretion.

	 	 
	3. 	
      Interest

	 	 
	3.1 	
      Interest on outstanding Principal shall accrue at the
      Interest Rate beginning on the Issue Date, shall be computed on the basis
      of a 360-day year and twelve 30-day months, and shall be payable annually
      on each Interest Payment Date. One-third of the Interest due on any
      Interest Payment Date shall be paid in the form of Cash Interest and
      two-thirds shall be paid in the form of Interest Shares pursuant to
      exercise of the Interest Warrant.

	 	 
	3.2 	
      Interest Shares shall be issued through exercise of the
      Interest Warrant. The number of Interest Shares to be issued upon exercise
      of the Interest Warrant shall be determined by dividing the amount of
      Interest accrued and unpaid on each Interest Date by the Interest Warrant
      Exercise Price of $0.70.

	 	 
	4. 	
      Conversion

	 	 
	4.1 	
      The Company shall pay all or any part of the Principal
      due under the Debenture at any time on or before the Maturity Date,
      without penalty or prepayment premium, by way of conversions pursuant to
      the provision of this Section 4. Conversions prior to the Maturity Date
      shall be at the option of the Holder, subject to the terms of this
      Debenture. All Principal that remains outstanding on the Maturity Date
      shall be automatically converted on the Maturity Date.

	 	 
	4.2 	
      At any time and from time-to-time after the Issue Date
      and until the Maturity Date, the Holder shall be entitled to convert some
      or all of the outstanding Principal into Conversion Shares at the
      Conversion Price. In order to effect such a conversion, the Holder shall
      deliver to the Company an executed Conversion Notice in the form attached
      hereto as Appendix “A” (each a “Conversion Notice”). A Conversion
      Notice received by the Company after 4:00 p.m. (in Baar, Switzerland) on
      any Business Day, or at any time on any day that is not a Business Day,
      shall be deemed to have been received by the Company on the following
      Business Day. No Conversion Notice shall be required for the automatic
      conversion of Principal that is outstanding on the Maturity
Date.

	 	 
	4.3 	
      The Company shall effect conversions within five (5)
      Business Days after receipt of any Conversion Notice or the Maturity Date,
      as applicable. The Holder shall not be required
to physically surrender the Debenture to the Company unless
      and until the entire Principal has been converted in the manner specified
  in this Section 4.3.







- 4 - 

	4.4 	
      Any conversions hereunder shall have the effect of
      reducing the outstanding Principal in an amount equal to the amount of
      Principal being converted. The Company shall maintain records showing all
      Principal converted, the date of such conversions and the outstanding
      balance of the Principal remaining.

	 	 	 
	4.5 	
      The Holder, by acceptance of the Debenture, acknowledges
      and agrees that, following each conversion of any portion of Principal,
      the unpaid and unconverted Principal will be decreased by the dollar
      amount of the product of the number of Conversion Shares issued upon
      conversion and the Conversion Price.

	 	 	 
	4.6 	
      Not later than ten (10) Business Days after any
      Conversion Date, the Company will deliver to the Holder certificates
      representing the number of Conversion Shares being issued, which
      certificates shall bear such restrictive legends and trading restrictions
      as are required by applicable law, the Private Placement Agreement and by
      the Exchange.

	 	 	 
	4.7 	
      If at any time or from time to time while any Principal
      is still outstanding, the Company shall effect a subdivision or
      consolidation of the issued and outstanding Shares, the Conversion Price
      in effect immediately before the subdivision shall be proportionately
      decreased, and, conversely, the Conversion Price in effect immediately
      before a consolidation shall be proportionately increased. Any adjustment
      under this Section 4.7 shall become effective at the close of business on
      the date the subdivision or consolidation becomes effective.

	 	 	 
	4.8 	
      If at any time while the Debenture is outstanding, (i)
      the Company effects any merger or combination of the Company with or into
      another entity, (ii) the Company effects any sale of all or substantially
      all of its assets in one or more transactions, (iii) any tender offer or
      exchange offer (whether by the Company or another entity) is completed
      pursuant to which holders of Shares are permitted to tender or exchange
      their Shares for other securities, cash or property, or (iv) the Company
      effects any reclassification or recapitalization of the Shares or any
      compulsory share exchange pursuant to which the Shares are effectively
      converted into or exchanged for other securities, cash or property (other
      than a subdivision, consolidation or dividend provided for elsewhere in
      this Section 5) (in any such case, a “Fundamental Change”), then,
      upon any subsequent conversion of the Debenture, the Holder shall have the
      right to receive, for each Conversion Share that would have been issuable
      upon such conversion absent such Fundamental Change, the same kind and
      amount of securities, cash or property as it would have been entitled to
      receive upon the occurrence of such Fundamental Change if it had been,
      immediately prior to such Fundamental Change, the holder of one Conversion
      Share (the “Alternate Consideration”). If holders of Shares are
      given any choice as to the securities, cash or property to be received in
      a Fundamental Change, then the Holder shall be given the same choice as to
      the Alternate Consideration it receives upon any conversion of the
      Debenture following such Fundamental Change. In the event of a Fundamental
      Change, the Company or the successor or purchasing entity, as the case may
      be, shall execute with the Holder a written agreement providing
    that:

	 	 	 
		(a) 	
      the Debenture shall thereafter entitle the Holder to
      purchase the Alternate Consideration; and

	 	 	 
		(b) 	
      in the case of any such successor or purchasing entity,
      upon such consolidation, merger, statutory exchange, combination, sale or
      conveyance, such successor or purchasing entity shall be jointly and
      severally liable with the Company for the performance of all of the
      Company’s obligations under the Debenture and the Private Placement
      Agreement.








- 5 - 

	4.9 	
      If, in the case of any Fundamental Change, the Alternate
      Consideration includes shares, other securities, other property or assets
      of an entity other than the Company or any such successor or purchasing
      entity, as the case may be, then such written agreement shall also be
      executed by such other entity and shall contain such additional provisions
      to protect the interests of the Holder as the board of directors of the
      Company shall reasonably consider necessary by reason of the foregoing. At
      the Holder’s request, any successor to the Company or surviving entity in
      such Fundamental Change shall issue to the Holder a new debenture
      consistent with the foregoing provisions and evidencing the Holder’s right
      to convert such new debenture into Alternate Consideration. Any agreement
      pursuant to which a Fundamental Change is effected shall include terms
      requiring any such successor or surviving entity to comply with the
      provisions of this Section 4 and insuring that the Debenture (or any such
      replacement security) will be similarly adjusted upon any subsequent
      transaction analogous to a Fundamental Change.

	 	 	 
	4.10 	
      The Company covenants that it will at all times keep
      available out of its authorized and unissued Shares, a number of Shares
      that is sufficient for the purpose of issuance upon conversion of all or
      any part of the Principal then outstanding and upon exercise of the
      Interest Warrant. The Company covenants that all Shares that shall be so
      issuable shall, upon issue, be duly and validly authorized and issued as
      fully paid and non-assessable.

	 	 	 
	4.11 	
      No fractional Shares shall be issued upon conversion of
      all or any part of the Principal under the Debenture. All Shares
      (including fractions thereof) issuable upon conversion of all or any part
      of the Principal shall be aggregated for purposes of determining whether
      the conversion would result in the issuance of any fraction of a Share.
      If, after the aforementioned aggregation, the conversion would result in
      the issuance of any fraction of a Share, the Company shall, in lieu of
      issuing any fraction of a Share, pay cash equal to the product of such
      fraction multiplied by the fair market value per Share on the date of the
      conversion (as reported by the Exchange or any other national securities
      exchange on which the Shares are then listed for trading, or if none, the
      most recently reported “over the counter” trade price or if none, as
      determined in good faith by the board of directors of the
  Company).

	 	 	 
	4.12 	
      In each case of an adjustment or readjustment of the
      Conversion Price for the number of Conversion Shares issuable upon
      conversion of all or any part of the Principal then outstanding under the
      Debenture, the Company, at its own expense, shall cause its Chief
      Financial Officer or other officer as directed by the board of directors
      of the Company to compute such adjustment or readjustment in accordance
      with the provisions hereof and prepare a certificate showing such
      adjustment or readjustment, and shall deliver such certificate to the
      Holder. The certificate shall set forth such adjustment or readjustment,
      showing in reasonable detail the facts upon which such adjustment or
      readjustment is based. No adjustment in the Conversion Price shall be
      required to be made unless it would result in an increase or decrease of
      at least one cent, but any adjustments not made because of this sentence
      shall be carried forward and taken into account in any subsequent
      adjustment otherwise required hereunder.

	 	 	 
	5. 	
      Events of Default

	 	 	 
	5.1 	
      The occurrence of any of the following shall constitute
      an “Event of Default” under the Debenture:

	 	 	 
		(a) 	
      the Company not complying with the payment and conversion
      proceedings and obligations set forth in Sections 3 and 4 of this
      Debenture and/or failing to pay any Principal on the due date hereunder
      and such failure continuing for ten (10) Business Days after written
      notice thereof is delivered to the Company;







- 6 - 

		(b) 	
      the Company failing to observe or perform any other
      covenant or agreement contained in the Debenture or the Private Placement
      Agreement which failure is not cured, if possible to cure, within thirty
      (30) calendar days after notice of such default is sent by the Holder to
      the Company;

	 	 	 
		(c) 	
      the Company (i) applying for or consenting to the
      appointment of a receiver, trustee, liquidator or custodian of itself or
      of all or a substantial part of its property, (ii) being unable, or
      admitting in writing its inability, to pay its debts generally as they
      mature or become due, (iii) making a general assignment for the benefit of
      its or any of its creditors or making a proposal or otherwise taking
      advantage of any provisions for relief under any bankruptcy legislation in
      any jurisdiction, (iv) being dissolved or liquidated in full or in part,
      (v) commencing a voluntary case or other proceeding seeking liquidation,
      reorganization or other relief with respect to itself or its debts under
      any bankruptcy, insolvency or other similar law now or hereafter in effect
      or consenting to any such relief or to the appointment of or taking
      possession of its property by any official in an involuntary case or other
      proceeding commenced against it, or (vi) taking any action for the purpose
      of effecting any of the foregoing; and

	 	 	 
		(d) 	
      proceedings for the appointment of a receiver, manager or
      receiver-manager, trustee, liquidator or custodian of the Company or of
      all or a substantial part of the property thereof, or an involuntary case
      or other proceedings seeking liquidation, reorganization or other relief
      with respect to the Company or the debts thereof under any bankruptcy,
      insolvency or other similar law now or hereafter in effect being commenced
      and an order for relief entered or such proceeding is not dismissed or
      discharged within thirty (30) days of commencement.

	 	 	 
	5.2 	
      Upon the occurrence or existence of any Event of Default
      and following the expiry of any applicable grace periods and at any time
      thereafter during the continuance of such Event of Default, the Holder
      may, by written notice to the Company, declare all outstanding amounts
      payable by the Company hereunder to be immediately due and payable without
      presentment, demand, protest or any other notice of any kind, all of which
      are hereby expressly waived, anything contained herein to the contrary
      notwithstanding. Upon the occurrence or existence of any Event of Default
      described in subsection 5.1(c) hereof, immediately and without notice, all
      outstanding amounts payable by the Company hereunder shall automatically
      become immediately due and payable, without presentment, demand, protest,
      notice of dishonour or any other notice of any kind, all of which are
      hereby expressly waived, anything contained herein to the contrary
      notwithstanding. The Company hereby waives: (a) marshaling of assets and
      liabilities; (b) sale in inverse order of alienation; (c) notice of
      acceptance; and (d) all rights the Company may have under any applicable
      suretyship law. In addition to the foregoing remedies, upon the occurrence
      or existence of any Event of Default, the Holder may exercise any other
      right, power or remedy permitted to it by law, either by suit in equity or
      by action at law, or both.

	 	 	 
	6. 	
      Notices

	 	 	 
	6.1 	
      Any notice required or permitted to be given to the
      Company or the Holder will be in writing and may be delivered by courier,
      by hand or given by electronic facsimile transmission or other means of
      electronic communication capable of producing a printed copy to the
      address of the party set forth below or such other address as such party
      may specify by notice in writing to the other party, and any such notice
      will be deemed to have been given and received by the party to whom it was
      addressed if by facsimile or other electronic communication, on the date
      sent, or, if delivered, on delivery:







- 7 - 

	 	To the Holder at: 	  
	 	  	  
	 	             
           Utrechseweg 323, 3818 EK 
	 	             
           Amersfoort, The Neterlands 
	 	           
             Attention: 	Dr. Victor E. Bletterman 
	 	  	Chairman of the Board 
	 	           
             Telephone: 	+31334614900 
	 	           
             email: 	bureau@bletint.nl:vbvagobel@gmail.com 
	 	  	  
	 	             
           With a copy, which shall not constitute notice, to:
  
	 	  	  
	 	           
             Mr. G. L. Bhikha 	  
	 	             
           40 Bath Avenue, Corner of Arnold, Rosebank 
	 	           
             Johannesburg 2196 	  
	 	             
           Republic of South Africa 
	 	           
             Telephone: 	+27 (011) 250 6900 
	 	           
             email: 	bhika@icon.co.za 
	 	  	  
	 	To the Company at: 	  
	 	  	  
	 	             
           Bahnhofstrasse 9, Postfach 155 
	 	           
             CH – 6341 Baar 	  
	 	           
             Switzerland 	  
	 	           
             Attention: 	Heinz J. Scholz and Peter-Mark Vogel 
	 	           
             Telephone: 	+41 44 718 1030 
	 	           
             email: 	hjs@mnppetroleum.com 
	 	  	mvogel@mnppetroleum.com 
	 	  	  
	 	             
           With a copy, which shall not constitute notice, to:
  
	 	  	  
	 	           
             Clark Wilson LLP 	  
	 	             
           Barristers and Solicitors 
	 	             
           900-885 West Georgia Street 
	 	             
           Vancouver, BC V6C 3H1 
	 	           
             Attention: 	Ethan P. Minsky 
	 	           
             Telephone: 	604 643-3151 
	 	           
             email: 	epm@cwilson.com 



	7. 	
      Exchange or Replacement of Debenture

	 	 
	7.1 	
      The Holder may, at its option, in person or by duly
      authorized attorney-in-fact, surrender the Debenture for exchange at the
      principal business office of the Company and receive in exchange therefor
      a new Debenture in the same Principal amount as the unpaid Principal
      balance of the Debenture, such new Debenture to be dated as of the date of
      the Debenture and to be in such Principal amount as remains unpaid and
      payable at the time it is issued.

	 	 
	7.2 	
      Upon receipt by the Company of evidence satisfactory to
      it of the loss, theft, destruction, or mutilation of the Debenture and (in
      the case of loss, theft or destruction) of an indemnity reasonably
      satisfactory to it, and upon surrender and cancellation of the Debenture,
      if mutilated, the Company will deliver a new Debenture of like tenor in
      lieu of the Debenture. Any Debenture delivered in accordance with the provisions of this
    Section 7.2 shall be dated as of the date of the Debenture.







- 8 - 

	8. 	
      Settling Disputes; Governing Law

	 	 
	8.1 	
      If any dispute, claim, question or difference arises with
      respect to this Debenture or its performance, enforcement, breach,
      termination or validity (a “Dispute”), the Company and the Holder
      will use their reasonable efforts to attempt to settle the
  Dispute.

	 	 
	8.2 	
      Except as is expressly provided in this Debenture, if the
      Parties do not reach a solution pursuant to Section 8.1 within a period of
      15 Business Days following the first notice of the Dispute by any party to
      the other, then upon written notice by any party to the other, the Dispute
      shall be finally settled by arbitration under the Rules of Arbitration of
      the International Chamber of Commerce by one or more arbitrators appointed
      in accordance with said rules. The arbitration shall take place in The
      Hague, Netherlands, unless the parties mutually agree to have the
      arbitration held elsewhere, and the arbitration proceedings will be
      conducted in English.

	 	 
	8.3 	
      All questions concerning the construction, validity,
      enforcement and interpretation of the Debenture shall be governed by and
      construed and enforced in accordance with the laws of the province of
      British Columbia and the federal laws of Canada applicable therein,
      without regard to the principles of conflicts of law thereof.

	 	 
	9. 	
      Waivers

	 	 
	9.1 	
      The Company hereby waives presentment, demand for
      payment, notice of dishonour, notice of protest and all other notices or
      demands in connection with the delivery, acceptance, performance or
      default of the Debenture. No delay by the Holder in exercising any power
      or right hereunder shall operate as a waiver of any power or right, nor
      shall any single or partial exercise of any power or right preclude other
      or further exercise thereof, or the exercise thereof, or the exercise of
      any other power or right hereunder or otherwise; and no waiver whatsoever
      or modification of the terms hereof shall be valid unless set forth in
      writing by the Holder and then only to the extent set forth
  therein.

	 	 
	10. 	
      Amendments

	 	 
	10.1 	
      Subject to the provisions of the Private Placement
      Agreement, the Debenture may not be amended without the express written
      consent of both the Company and the Holder.

	 	 
	11. 	
      Severability

	 	 
	11.1 	
      If any provision of the Debenture is invalid, illegal or
      unenforceable, the balance of the Debenture shall remain in effect, and if
      any provision is inapplicable to any Person or circumstance, it shall
      nevertheless remain applicable to all other Persons and
    circumstances.

	 	 
	12. 	
      Next Business Day

	 	 
	12.1 	
      Whenever any payment or other obligation hereunder shall
      be due on a day other than a Business Day, such payment shall be made on
      the next succeeding Business Day.

	 	 
	13. 	
      Time of the Essence

	 	 
	13.1 	
      Time will be of the essence of the
  Debenture.








- 9 - 

IN WITNESS WHEREOF, the Company has caused the Debenture to be
duly executed by a duly authorized officer as of the date first above indicated.


MNP PETROLEUM CORPORATION 

	Per: 		 
	 	Authorized Signatory 	 






- 10 - 

APPENDIX A 

CONVERSION NOTICE 

STICHTING VB VAGOBEL, a financial holding company formed
pursuant to the laws of the Netherlands (the “Company”) hereby
irrevocably elects to convert principal due under the Debenture issued by MNP
PETROEUM CORPORATION on <>, 2015, into Conversion Shares according to the
terms and conditions of the Debenture, as of the date written below. Capitalized
terms used herein and not otherwise defined shall have the meanings set out in
the Debenture. 

	Amount of Foreign Law Loan Payment 	  
	Received: 	 
    
	 	 
	Conversion Date: 	 
    
	  	  
	Conversion Price: 	US$0.70 
	 	 
	Aggregate amount of Principal to be 	  
	converted: 	US$
  
	 	 
	Number of Conversion Shares 	  
	to be issued: 	 
    
	 	 
	Balance of Principal unconverted: 	  
	  	US$
  
	The Conversion Shares will be registered to: 	  
	 	 
	Stichting VB Vagobel 	  
	Utrechseweg 323, 3818 EK 	  
	Amersfoort, The Neterlands 	 
    
	  	  
	 	 
	  	  
	Signature of the Holder: 	 
    
	 	 
	 	 
	 	 
	 	 






SCHEDULE B-5 
FORM OF SECOND DEBENTURE 

See attached. 




“THIS CONVERTIBLE DEBENTURE IS NOT TRANSFERABLE.” 

THE SECURITY REPRESENTED HEREBY AND THE SECURITIES INTO
WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).


NEITHER THE SECURITY REPRESENTED HEREBY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT,
OR ANY U.S. STATE SECURITIES LAWS AND UNLESS SO REGISTERED, NONE MAY BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS
DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER
THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING
THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
“UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT. 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE SHALL
NOT TRADE SUCH SECURITIES BEFORE <>, 2015. [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY FOLLOWING THE DATE THE DEBENTURE IS ISSUED]

Issue Date: <>, 2015 

Conversion Price (subject to adjustment as contemplated
herein): US$0.70 per Conversion Share 

UNSECURED NON-TRANSFERABLE CONVERTIBLE DEBENTURE 

FOR VALUE RECEIVED, MNP PETROLEUM CORPORATION (the
“Company”) promises to pay to STICHTING VB VAGOBEL (the
“Holder”), the Principal (as defined below) of TWENTY-FIVE MILLION
AND/00 Dollars ($25,000,000) in lawful currency of the United
States on or before the fifth anniversary of the Issue Date (the “Maturity
Date”), subject to the terms and conditions hereof and to pay interest
("Interest") on any outstanding Principal at the applicable Interest Rate
(as defined below) from the Issue Date until the same becomes due and payable,
whether upon the Maturity Date, or acceleration, conversion, redemption or
otherwise (in each case in accordance with the terms hereof. 

This Debenture is subject to the following additional terms and
conditions: 

	1. 	
      Definitions

	 	 	 
	1.1 	
      For the purposes hereof, in addition to the terms defined
      elsewhere in this Debenture: (i) capitalized terms not otherwise defined
      herein have the meanings given to such terms in the Private Placement
      Agreement (as defined herein), and (ii) the following terms shall have the
      following meanings:

	 	 	 
		(a) 	
      “Business Day” means any day, other than a
      Saturday or Sunday, or a day on which banking institutions in Baar,
      Switzerland or Amersfoort, the Netherlands are authorized or required by
      law or other government action to close;







- 2 - 

	 	(b) 	
      “Cash Interest” means one third of the Interest
      payable on any Interest Payment Date, which shall be paid or payable in
      cash;

	 	 	 
	 	(c) 	
      “Common Shares” means common shares in the capital
      of the Company and shares of any other class into which Common Shares may
      hereafter be reclassified or changed;

	 	 	 
	 	(d) 	
      “Conversion Date” has the meaning set forth in
      Section 4.3 hereof;

	 	 	 
	 	(e) 	
      “Conversion Price” means $0.70;

	 	 	 
	 	(f) 	
      “Conversion Shares” means the Shares to be issued
      upon conversion, from time-to-time, of any portion of the
  Principal;

	 	 	 
	 	(g) 	
      “Debenture” means this unsecured non-transferable
      convertible debenture and all of the terms and conditions pursuant to
      which it is issued;

	 	 	 
	 	(h) 	
      “Exchange” means the TSX Venture
  Exchange;

	 	 	 
	 	(i) 	
      “Exchange Policy 1.1” means Policy 1.1 –
      Interpretation of the Exchange;

	 	 	 
	 	(j) 	
      “Interest Date” means each anniversary of the
      Issue Date during the Term, and includes the Maturity Date;

	 	 	 
	 	(k) 	
      “Interest Payment Date” means the date that is 30
      calendar days after each Interest Date;

	 	 	 
	 	(l) 	
      “Interest Rate” means three percent (3%) per
      annum;

	 	 	 
	 	(m) 	
      “Interest Shares” means Shares issued pursuant to
      exercise of the Interest Warrant in order to pay Interest;

	 	 	 
	 	(n) 	
      “Interest Warrant” means the Common Share Purchase
      Warrant issued on the fifth Business Day following the Shareholder Approval Date  pursuant to which Interest Shares may be
  issued from time-to-time;

	 	 	 
	 	(o) 	
  “Issue Date” means <>, 2015; [INSERT THE DATE THAT IS FOUR MONTHS AFTER THE SHAREHOLDER APPROVAL DATE]

	 	 	 
	 	(p) 	
      “Maturity Date” has the meaning attributed to it
      on the first page of this Convertible Debenture;

	 	 	 
	 	(q) 	
      “Person” means a corporation, association,
      partnership, organization, business, individual, government or political
      subdivision thereof;

	 	 	 
	 	(r) 	
      “Principal” means the amount of Principal as may
      be due and owing by the Company to the Holder from time to time under the
      Debenture;

	 	 	 
	 	(s) 	
      “Private Placement Agreement” means the Private
      Placement Agreement dated November 29, 2014, between the Company and the
      Holder pursuant to which the Holder agreed to purchase the Debenture and
  other securities;

	 	 	 
	 	(t) 	
      “Shares” means Common
Shares;







- 3 - 

	 	(u) 	
      “Trading Day” means a day on which the Shares are
      traded on the Exchange or other trading market on which the Shares are
      then listed or quoted, provided that, in the event that the Shares are not
      listed or quoted, then Trading Day shall mean a Business Day;

	 	 	 
	 	(v) 	
      “U.S. Currency” means the lawful currency of the
      United States of America;




	1.2 	
      Unless otherwise provided, all dollar amounts referred to
      in the Debenture are in U.S. Currency.

	 	 
	2. 	
      Private Placement Agreement

	 	 
	2.1 	
      This Debenture has been issued pursuant to the Private
      Placement Agreement, is subject in all respects to the terms of the
      Private Placement Agreement, and incorporates the terms of the Private
      Placement Agreement to the extent that they do not conflict with the terms
      of the Debenture. To the extent of any such conflict, the terms of this
      Debenture shall prevail and be paramount. No right, title or interest of
      the Holder in this Debenture may be transferred or assigned without the
      prior written consent of the Company, which the Company may grant or
      withhold in its sole and absolute discretion.

	 	 
	3. 	
      Interest

	 	 
	3.1 	
      Interest on outstanding Principal shall accrue at the
      Interest Rate beginning on the Issue Date, shall be computed on the basis
      of a 360-day year and twelve 30-day months, and shall be payable annually
      on each Interest Payment Date. One-third of the Interest due on any
      Interest Payment Date shall be paid in the form of Cash Interest and
      two-thirds shall be paid in the form of Interest Shares pursuant to
      exercise of the Interest Warrant.

	 	 
	3.2 	
      Interest Shares shall be issued through exercise of the
      Interest Warrant. The number of Interest Shares to be issued upon exercise
      of the Interest Warrant shall be determined by dividing the amount of
      Interest accrued and unpaid on each Interest Date by the Interest Warrant
      Exercise Price of $0.70.

	 	 
	4. 	
      Conversion

	 	 
	4.1 	
      The Company shall pay all or any part of the Principal
      due under the Debenture at any time on or before the Maturity Date,
      without penalty or prepayment premium, by way of conversions pursuant to
      the provision of this Section 4. Conversions prior to the Maturity Date
      shall be at the option of the Holder, subject to the terms of this
      Debenture. All Principal that remains outstanding on the Maturity Date
      shall be automatically converted on the Maturity Date.

	 	 
	4.2 	
      At any time and from time-to-time after the Issue Date
      and until the Maturity Date, the Holder shall be entitled to convert some
      or all of the outstanding Principal into Conversion Shares at the
      Conversion Price. In order to effect such a conversion, the Holder shall
      deliver to the Company an executed Conversion Notice in the form attached
      hereto as Appendix “A” (each a “Conversion Notice”). A Conversion Notice
      received by the Company after 4:00 p.m. (in Baar, Switzerland) on any
      Business Day, or at any time on any day that is not a Business Day, shall
      be deemed to have been received by the Company on the following Business
      Day. No Conversion Notice shall be required for the automatic conversion
      of Principal that is outstanding on the Maturity Date.

	 	 
	4.3 	
      The Company shall effect conversions within five (5)
      Business Days after receipt of any Conversion Notice or the Maturity Date,
      as applicable. The Holder shall not be required to physically surrender
      the Debenture to the Company unless and until the entire Principal has
      been converted in the manner specified in this Section
  4.3.







- 4 - 

	4.4 	
      Any conversions hereunder shall have the effect of
      reducing the outstanding Principal in an amount equal to the amount of
      Principal being converted. The Company shall maintain records showing all
      Principal converted, the date of such conversions and the outstanding
      balance of the Principal remaining.

	 	 	 
	4.5 	
      The Holder, by acceptance of the Debenture, acknowledges
      and agrees that, following each conversion of any portion of Principal,
      the unpaid and unconverted Principal will be decreased by the dollar
      amount of the product of the number of Conversion Shares issued upon
      conversion and the Conversion Price.

	 	 	 
	4.6 	
      Not later than ten (10) Business Days after any
      Conversion Date, the Company will deliver to the Holder certificates
      representing the number of Conversion Shares being issued, which
      certificates shall bear such restrictive legends and trading restrictions
      as are required by applicable law, the Private Placement Agreement and by
      the Exchange.

	 	 	 
	4.7 	
      If at any time or from time to time while any Principal
      is still outstanding, the Company shall effect a subdivision or
      consolidation of the issued and outstanding Shares, the Conversion Price
      in effect immediately before the subdivision shall be proportionately
      decreased, and, conversely, the Conversion Price in effect immediately
      before a consolidation shall be proportionately increased. Any adjustment
      under this Section 4.7 shall become effective at the close of business on
      the date the subdivision or consolidation becomes effective.

	 	 	 
	4.8 	
      If at any time while the Debenture is outstanding, (i)
      the Company effects any merger or combination of the Company with or into
      another entity, (ii) the Company effects any sale of all or substantially
      all of its assets in one or more transactions, (iii) any tender offer or
      exchange offer (whether by the Company or another entity) is completed
      pursuant to which holders of Shares are permitted to tender or exchange
      their Shares for other securities, cash or property, or (iv) the Company
      effects any reclassification or recapitalization of the Shares or any
      compulsory share exchange pursuant to which the Shares are effectively
      converted into or exchanged for other securities, cash or property (other
      than a subdivision, consolidation or dividend provided for elsewhere in
      this Section 5) (in any such case, a “Fundamental Change”), then, upon any
      subsequent conversion of the Debenture, the Holder shall have the right to
      receive, for each Conversion Share that would have been issuable upon such
      conversion absent such Fundamental Change, the same kind and amount of
      securities, cash or property as it would have been entitled to receive
      upon the occurrence of such Fundamental Change if it had been, immediately
      prior to such Fundamental Change, the holder of one Conversion Share (the
      “Alternate Consideration”). If holders of Shares are given any choice as
      to the securities, cash or property to be received in a Fundamental
      Change, then the Holder shall be given the same choice as to the Alternate
      Consideration it receives upon any conversion of the Debenture following
      such Fundamental Change. In the event of a Fundamental Change, the Company
      or the successor or purchasing entity, as the case may be, shall execute
      with the Holder a written agreement providing that:

	 	 	 
		(a) 	
      the Debenture shall thereafter entitle the Holder to
      purchase the Alternate Consideration; and

	 	 	 
		(b) 	
      in the case of any such successor or purchasing entity,
      upon such consolidation, merger, statutory exchange, combination, sale or
      conveyance, such successor or purchasing entity shall be jointly and
      severally liable with the Company for the performance of all of the
      Company’s obligations under the Debenture and the Private Placement
      Agreement.

	 	 	 
	4.9 	
      If, in the case of any Fundamental Change, the Alternate
      Consideration includes shares, other securities, other property or assets
      of an entity other than the Company or any such successor
  or purchasing entity, as the case may be, then such written
      agreement shall also be executed by such other entity and shall contain
      such additional provisions to protect the interests of the Holder as the
      board of directors of the Company shall reasonably consider necessary by
      reason of the foregoing. At the Holder’s request, any successor to the
      Company or surviving entity in such Fundamental Change shall issue to the
      Holder a new debenture consistent with the foregoing provisions and
      evidencing the Holder’s right to convert such new debenture into Alternate
      Consideration. Any agreement pursuant to which a Fundamental Change is
      effected shall include terms requiring any such successor or surviving
      entity to comply with the provisions of this Section 4 and insuring that
      the Debenture (or any such replacement security) will be similarly
      adjusted upon any subsequent transaction analogous to a Fundamental
    Change.







- 5 - 

	4.10 	
      The Company covenants that it will at all times keep
      available out of its authorized and unissued Shares, a number of Shares
      that is sufficient for the purpose of issuance upon conversion of all or
      any part of the Principal then outstanding and upon exercise of the
      Interest Warrant. The Company covenants that all Shares that shall be so
      issuable shall, upon issue, be duly and validly authorized and issued as
      fully paid and non-assessable.

	 	 	 
	4.11 	
      No fractional Shares shall be issued upon conversion of
      all or any part of the Principal under the Debenture. All Shares
      (including fractions thereof) issuable upon conversion of all or any part
      of the Principal shall be aggregated for purposes of determining whether
      the conversion would result in the issuance of any fraction of a Share.
      If, after the aforementioned aggregation, the conversion would result in
      the issuance of any fraction of a Share, the Company shall, in lieu of
      issuing any fraction of a Share, pay cash equal to the product of such
      fraction multiplied by the fair market value per Share on the date of the
      conversion (as reported by the Exchange or any other national securities
      exchange on which the Shares are then listed for trading, or if none, the
      most recently reported “over the counter” trade price or if none, as
      determined in good faith by the board of directors of the
  Company).

	 	 	 
	4.12 	
      In each case of an adjustment or readjustment of the
      Conversion Price for the number of Conversion Shares issuable upon
      conversion of all or any part of the Principal then outstanding under the
      Debenture, the Company, at its own expense, shall cause its Chief
      Financial Officer or other officer as directed by the board of directors
      of the Company to compute such adjustment or readjustment in accordance
      with the provisions hereof and prepare a certificate showing such
      adjustment or readjustment, and shall deliver such certificate to the
      Holder. The certificate shall set forth such adjustment or readjustment,
      showing in reasonable detail the facts upon which such adjustment or
      readjustment is based. No adjustment in the Conversion Price shall be
      required to be made unless it would result in an increase or decrease of
      at least one cent, but any adjustments not made because of this sentence
      shall be carried forward and taken into account in any subsequent
      adjustment otherwise required hereunder.

	 	 	 
	5. 	
      Events of Default

	 	 	 
	5.1 	
      The occurrence of any of the following shall constitute
      an “Event of Default” under the Debenture:

	 	 	 
		(a) 	
      the Company not complying with the payment and conversion
      proceedings and obligations set forth in Sections 3 and 4 of this
      Debenture and/or failing to pay any Principal on the due date hereunder
      and such failure continuing for ten (10) Business Days after written
      notice thereof is delivered to the Company;

	 	 	 
		(b) 	
      the Company failing to observe or perform any other
      covenant or agreement contained in the Debenture or the Private Placement
      Agreement which failure is not cured, if
possible to cure, within thirty (30) calendar days after notice of
  such default is sent by the Holder to the Company;








- 6 - 

	 	(c) 	
      the Company (i) applying for or consenting to the
      appointment of a receiver, trustee, liquidator or custodian of itself or
      of all or a substantial part of its property, (ii) being unable, or
      admitting in writing its inability, to pay its debts generally as they
      mature or become due, (iii) making a general assignment for the benefit of
      its or any of its creditors or making a proposal or otherwise taking
      advantage of any provisions for relief under any bankruptcy legislation in
      any jurisdiction, (iv) being dissolved or liquidated in full or in part,
      (v) commencing a voluntary case or other proceeding seeking liquidation,
      reorganization or other relief with respect to itself or its debts under
      any bankruptcy, insolvency or other similar law now or hereafter in effect
      or consenting to any such relief or to the appointment of or taking
      possession of its property by any official in an involuntary case or other
      proceeding commenced against it, or (vi) taking any action for the purpose
      of effecting any of the foregoing; and

	 	 	 
	 	(d) 	
      proceedings for the appointment of a receiver, manager or
      receiver-manager, trustee, liquidator or custodian of the Company or of
      all or a substantial part of the property thereof, or an involuntary case
      or other proceedings seeking liquidation, reorganization or other relief
      with respect to the Company or the debts thereof under any bankruptcy,
      insolvency or other similar law now or hereafter in effect being commenced
      and an order for relief entered or such proceeding is not dismissed or
      discharged within thirty (30) days of
commencement.





	5.2 	
      Upon the occurrence or existence of any Event of Default
      and following the expiry of any applicable grace periods and at any time
      thereafter during the continuance of such Event of Default, the Holder
      may, by written notice to the Company, declare all outstanding amounts
      payable by the Company hereunder to be immediately due and payable without
      presentment, demand, protest or any other notice of any kind, all of which
      are hereby expressly waived, anything contained herein to the contrary
      notwithstanding. Upon the occurrence or existence of any Event of Default
      described in subsection 5.1(c) hereof, immediately and without notice, all
      outstanding amounts payable by the Company hereunder shall automatically
      become immediately due and payable, without presentment, demand, protest,
      notice of dishonour or any other notice of any kind, all of which are
      hereby expressly waived, anything contained herein to the contrary
      notwithstanding. The Company hereby waives: (a) marshaling of assets and
      liabilities; (b) sale in inverse order of alienation; (c) notice of
      acceptance; and (d) all rights the Company may have under any applicable
      suretyship law. In addition to the foregoing remedies, upon the occurrence
      or existence of any Event of Default, the Holder may exercise any other
      right, power or remedy permitted to it by law, either by suit in equity or
      by action at law, or both.

	 	 
	6. 	
      Notices

	 	 
	6.1 	
      Any notice required or permitted to be given to the
      Company or the Holder will be in writing and may be delivered by courier,
      by hand or given by electronic facsimile transmission or other means of
      electronic communication capable of producing a printed copy to the
      address of the party set forth below or such other address as such party
      may specify by notice in writing to the other party, and any such notice
      will be deemed to have been given and received by the party to whom it was
      addressed if by facsimile or other electronic communication, on the date
      sent, or, if delivered, on delivery:







- 7 - 

	 	To the Holder at: 	  
	 	  	  
	 	             
           Utrechseweg 323, 3818 EK 
	 	             
           Amersfoort, The Neterlands 
	 	           
             Attention: 	Dr. Victor E. Bletterman 
	 	  	Chairman of the Board 
	 	           
             Telephone: 	+31334614900 
	 	           
             email: 	bureau@bletint.nl:vbvagobel@gmail.com 
	 	  	  
	 	             
           With a copy, which shall not constitute notice, to:
  
	 	  	  
	 	           
             Mr. G. L. Bhikha 	  
	 	             
           40 Bath Avenue, Corner of Arnold, Rosebank 
	 	           
             Johannesburg 2196 	  
	 	             
           Republic of South Africa 
	 	           
             Telephone: 	+27 (011) 250 6900 
	 	           
             email: 	bhika@icon.co.za 
	 	  	  
	 	To the Company at: 	  
	 	  	  
	 	             
           Bahnhofstrasse 9, Postfach 155 
	 	           
             CH – 6341 Baar 	  
	 	           
             Switzerland 	  
	 	           
             Attention: 	Heinz J. Scholz and Peter-Mark Vogel 
	 	           
             Telephone: 	+41 44 718 1030 
	 	           
             email: 	hjs@mnppetroleum.com 
	 	  	mvogel@mnppetroleum.com 
	 	  	  
	 	             
           With a copy, which shall not constitute notice, to:
  
	 	  	  
	 	           
             Clark Wilson LLP 	  
	 	             
           Barristers and Solicitors 
	 	             
           900-885 West Georgia Street 
	 	             
           Vancouver, BC V6C 3H1 
	 	           
             Attention: 	Ethan P. Minsky 
	 	           
             Telephone: 	604 643-3151 
	 	           
             email: 	epm@cwilson.com 



	7. 	
      Exchange or Replacement of Debenture

	 	 
	7.1 	
      The Holder may, at its option, in person or by duly
      authorized attorney-in-fact, surrender the Debenture for exchange at the
      principal business office of the Company and receive in exchange therefor
      a new Debenture in the same Principal amount as the unpaid Principal
      balance of the Debenture, such new Debenture to be dated as of the date of
      the Debenture and to be in such Principal amount as remains unpaid and
      payable at the time it is issued.

	 	 
	7.2 	
      Upon receipt by the Company of evidence satisfactory to
      it of the loss, theft, destruction, or mutilation of the Debenture and (in
      the case of loss, theft or destruction) of an indemnity reasonably
      satisfactory to it, and upon surrender and cancellation of the Debenture,
      if mutilated, the Company will deliver a new Debenture of like tenor in
      lieu of the Debenture. Any Debenture delivered in accordance with the provisions of this
    Section 7.2 shall be dated as of the date of the Debenture.







- 8 - 

	8. 	
      Settling Disputes; Governing Law

	 	 
	8.1 	
      If any dispute, claim, question or difference arises with
      respect to this Debenture or its performance, enforcement, breach,
      termination or validity (a “Dispute”), the Company and the Holder
      will use their reasonable efforts to attempt to settle the
  Dispute.

	 	 
	8.2 	
      Except as is expressly provided in this Debenture, if the
      Parties do not reach a solution pursuant to Section 8.1 within a period of
      15 Business Days following the first notice of the Dispute by any party to
      the other, then upon written notice by any party to the other, the Dispute
      shall be finally settled by arbitration under the Rules of Arbitration of
      the International Chamber of Commerce by one or more arbitrators appointed
      in accordance with said rules. The arbitration shall take place in The
      Hague, Netherlands, unless the parties mutually agree to have the
      arbitration held elsewhere, and the arbitration proceedings will be
      conducted in English.

	 	 
	8.3 	
      All questions concerning the construction, validity,
      enforcement and interpretation of the Debenture shall be governed by and
      construed and enforced in accordance with the laws of the province of
      British Columbia and the federal laws of Canada applicable therein,
      without regard to the principles of conflicts of law thereof.

	 	 
	9. 	
      Waivers

	 	 
	9.1 	
      The Company hereby waives presentment, demand for
      payment, notice of dishonour, notice of protest and all other notices or
      demands in connection with the delivery, acceptance, performance or
      default of the Debenture. No delay by the Holder in exercising any power
      or right hereunder shall operate as a waiver of any power or right, nor
      shall any single or partial exercise of any power or right preclude other
      or further exercise thereof, or the exercise thereof, or the exercise of
      any other power or right hereunder or otherwise; and no waiver whatsoever
      or modification of the terms hereof shall be valid unless set forth in
      writing by the Holder and then only to the extent set forth
  therein.

	 	 
	10. 	
      Amendments

	 	 
	10.1 	
      Subject to the provisions of the Private Placement
      Agreement, the Debenture may not be amended without the express written
      consent of both the Company and the Holder.

	 	 
	11. 	
      Severability

	 	 
	11.1 	
      If any provision of the Debenture is invalid, illegal or
      unenforceable, the balance of the Debenture shall remain in effect, and if
      any provision is inapplicable to any Person or circumstance, it shall
      nevertheless remain applicable to all other Persons and
    circumstances.

	 	 
	12. 	
      Next Business Day

	 	 
	12.1 	
      Whenever any payment or other obligation hereunder shall
      be due on a day other than a Business Day, such payment shall be made on
      the next succeeding Business Day.

	 	 
	13. 	
      Time of the Essence

	 	 
	13.1 	
      Time will be of the essence of the
  Debenture.








- 9 - 

IN WITNESS WHEREOF, the Company has caused the Debenture to be
duly executed by a duly authorized officer as of the date first above indicated.


MNP PETROLEUM CORPORATION 

	Per: 		 
	 	Authorized Signatory 	 






- 10 - 

APPENDIX A 

CONVERSION NOTICE 

STICHTING VB VAGOBEL, a financial holding company formed
pursuant to the laws of the Netherlands (the “Company”) hereby
irrevocably elects to convert principal due under the Debenture issued by MNP
PETROEUM CORPORATION on <>, 2015, into Conversion Shares according to the
terms and conditions of the Debenture, as of the date written below. Capitalized
terms used herein and not otherwise defined shall have the meanings set out in
the Debenture. [Replace the bulleted date with the date of the Second Debenture, which is to be four months after the Shareholder Approval Date]

	Amount of Foreign Law Loan Payment 	  
	Received: 	 
    
	 	 
	Conversion Date: 	 
    
	  	  
	Conversion Price: 	US$0.70 
	 	 
	Aggregate amount of Principal to be 	  
	converted: 	US$
  
	 	 
	Number of Conversion Shares 	  
	to be issued: 	 
    
	 	 
	Balance of Principal unconverted: 	US$
  
	 	 
	The Conversion Shares will be registered to: 	  
	 	 
	Stichting VB Vagobel 	  
	Utrechseweg 323, 3818 EK 	  
	Amersfoort, The Neterlands 	 
    
	  	  
	 	 
	  	  
	Signature of the Holder: 	 
    
	 	 
	 	 
	 	 
	 	 






SCHEDULE C 
REPRESENTATIONS AND WARRANTIES OF THE
CORPORATION 

Except as set forth in the Corporation Disclosure Letter: 

Corporate Matters 

	1. 	
      The Corporation is duly and validly incorporated,
      existing and in good standing under the Laws of the State of Nevada and
      has the corporate power to own and operate its property, carry on its
      business and enter into and perform its obligations under this
      Agreement.

	 	 	 
	2. 	
      The execution, delivery and performance by the
      Corporation of this Agreement have been duly authorized by all necessary
      corporate action on the part of the Corporation.

	 	 	 
	3. 	
      The execution, delivery and performance by the
      Corporation of this Agreement:

	 	 	 
		(a) 	
      do not and will not (or would not with the giving of
      notice, the lapse of time or the happening of any other event or
      condition) constitute or result in a violation or breach of, or conflict
      with, or allow any Person to exercise any rights under, any of the terms
      or provisions of its constating documents or by-laws;

	 	 	 
		(b) 	
      do not and will not (or would not with the giving of
      notice, the lapse of time or the happening or any other event or
      condition) constitute or result in a breach or violation of, or conflict
      with or allow any Person to exercise any rights under, any of the terms or
      provisions of any Contract, lease or instrument to which the Corporation
      is a party or pursuant to which any of its assets or property may be
      affected;

	 	 	 
		(c) 	
      do not and will not result in a breach of, or cause the
      termination or revocation of, any Authorization held by the Corporation or
      necessary to the operation of the Business; and

	 	 	 
		(d) 	
      do not and will not result in the violation of any Law,
      except where such violation would not reasonably be expected to result in
      a Material Adverse Effect on the Corporation.

	 	 	 
	4. 	
      This Agreement has been duly executed and delivered by
      the Corporation and constitutes the legal, valid and binding agreement of
      the Corporation enforceable against it in accordance with its terms,
      subject to any limitation under applicable laws relating to (i)
      bankruptcy, winding-up, insolvency, arrangement, fraudulent preference and
      conveyance, assignment and preference and other laws of
  general application affecting the enforcement of creditors'
      rights, and (ii) the discretion that a court may exercise in the granting
      of equitable remedies such as specific performance and
  injunction.







- 2 - 

	5. 	
      Except for (i) the approval of the Shareholders of the
      Shareholder Resolution at the Shareholder Meeting; (ii) the approval of
      the Exchange, (iii) the filing of exempt distribution reports; and (iv)
      the approvals, if any, required by any Governmental Entity in the
      Netherlands, no filing with, notice to, or Authorization of, any
      Governmental Entity is required on the part of the Corporation as a
      condition to the lawful completion of the transactions contemplated by
      this Agreement.

	 	 
	6. 	
      There is no requirement to obtain any consent, approval
      or waiver of a party under any Contract that the Corporation is a party
      to, to the completion of the transactions contemplated by this
      Agreement.

	 	 
	7. 	
      The authorized capital of the Corporation consists of
      600,000,000 Common Shares, each with a par value of $0.001. As at the date
      hereof (i) there are 172,592,292 Common Shares issued and outstanding, all
      of which are fully paid and non-assessable, (ii) 12,400,000  Corporation
      Options outstanding; and (iii) at the Effective Date, except for
      Corporation Option Shares issued after the date hereof and prior to the
      completion of any of the transactions contemplated in this Agreement,
      172,592,292 Common Shares shall have been duly issued and shall be
  outstanding as fully paid and non-assessable.

	 	 
	8. 	
      Except for the Purchaser’s rights under this Agreement
      and pursuant to Corporation Options, no Person has any written or oral
      agreement, option or warrant or any right or privilege (whether by Law,
      pre-emptive or contractual) capable of becoming such for the purchase or
      acquisition from the Corporation of any Common Shares or any securities
      convertible into Common Shares.

	 	 
	9. 	
      The Securities, when issued in accordance with the
      provisions of this Agreement, shall be duly authorized.

	 	 
	10. 	
      The Corporate Records are, in all material respects,
      complete and accurate and all corporate proceedings and actions reflected
      in the Corporate Records have been conducted or taken in compliance with
      all applicable Laws and with the articles and by-laws of the Corporation.
      Without limiting the generality of the foregoing (i) the minute books
      contain complete and accurate minutes of all meetings of the directors and
      shareholders held since incorporation; (ii) the minute books contain all
      resolutions passed by the directors and shareholders (and committees, if
      any) and all such resolutions were properly passed; and (iii) the
      registers of directors and officers are complete and accurate and all
      former and present directors and officers were
properly elected or appointed, as the case may be








- 3 - 

Securities Law Matters 

	11. 	
      The Corporation has complied with Applicable Securities
      Laws in connection with the offer, sale and issuance of the
    Securities.

	 	 
	12. 	
      The Corporation is currently in compliance with all
      Applicable Securities Laws and the rules and requirements of the Exchange,
      including without limitation the requirements to publicly disclose any
      material fact or material change as required pursuant thereto, except
      where failing to be in compliance would not reasonably be expected to
      result in a Material Adverse Effect on the
Corporation.



Matters Relating to Assets 

	13. 	
      The Corporation and its subsidiaries own all of the
      properties and assets that they purport to own, as reflected in the Public
      Record, including all the properties and assets reflected as being owned
      by the Corporation and its subsidiaries in their respective financial
      Books and Records, in each case free and clear of all Liens.

	 	 
	14. 	
      No Person has any written or oral agreement, option,
      understanding or commitment, or any right or privilege capable of becoming
      such for the purchase or other acquisition from the Corporation of any of
      the Assets or any interest therein.



Litigation 

	15. 	
      There is no claim, grievance, action, proceeding or
      investigation pending or, to the knowledge of the Corporation, threatened
      against or relating to the Corporation or any of its subsidiaries or
      affecting any of their properties or assets before any Governmental Entity
      that, if adversely determined, would reasonably be expected to result in a
      Material Adverse Change. To the knowledge of the Corporation, neither the
      Corporation, nor any of its subsidiaries is subject to any outstanding
      order, writ, injunction or decree that has had or is reasonably likely to
      result in a Material Adverse Change.



Title to Mineral Properties 

	16. 	
      Each of the Corporation and its subsidiaries has good
      title (whether in fee simple or equivalent or by means of a lease or other
      arrangement (collectively, the “Corporation Mineral Rights”)), free
      and clear of any title defect, royalty or encumbrance, to its mineral
      projects. To the best of the knowledge of the Corporation, there are no
      conflicting mineral claims that could constitute
a material defect in the Corporation’s or
its subsidiaries’ title to any of the Corporation Mineral Rights. To the best of
the knowledge of the Corporation, there are no pending or threatened,
suits, claims, actions, proceedings or investigations of any nature affecting
the Corporation Mineral Rights. Except as may have been disclosed in the Public
Record, neither the Corporation, any subsidiary nor any other party has received
notice from any Governmental Entity or any other Person of any proposal or
intention to withdraw, revoke, amend or terminate any of the Corporation Mineral
Rights or has any reason to believe that any such withdrawal, revocation,
amendment or termination is pending or threatened or will occur in the future
and all material obligations in respect of the Corporation Mineral Rights have
been complied with at all times, and no action, claim, demand, dispute or
liability in respect of the same is outstanding or, to the knowledge of the
Corporation, threatened. 







- 4 - 

Compliance with Environmental Laws 

	17. 	
      To the best of the knowledge of the Corporation, except
      as could not individually or in the aggregate reasonably be expected to
      have a Material Adverse Effect on the Corporation (i) each of the
      Corporation and its subsidiaries is not in violation of any applicable Law
      relating to pollution or occupational health and safety, the environment
      (including ambient air, surface water, groundwater, land surface or
      subsurface strata) or wildlife, including laws relating to the release or
      threatened release of chemicals, pollutants, contaminants, wastes, toxic
      substances, hazardous substances, petroleum or petroleum products
      (collectively, “Hazardous Materials”) or to the manufacture,
      processing, distribution, use, treatment, storage, disposal, transport or
      handling of Hazardous Materials (collectively, “Environmental
      Laws”); (ii) there are no pending or threatened administrative,
      regulatory or judicial actions, suits, demands, demand letters,
      information requests, claims, Liens, notices of non-compliance or
      violation, investigation or proceedings relating to any Environmental Laws
      against the Corporation and its subsidiaries; and (iii) each of the
      Corporation and its subsidiaries is not the subject of any international,
      foreign, federal, provincial, municipal or private action, suit,
      litigation, grievance, arbitration proceeding, governmental proceeding,
      investigation or claim involving a demand for damages or other potential
      liability with respect to violations of Environmental
  Laws.



Financial Statements 

	18. 	
      The Corporation’s audited consolidated financial
      statements for the year ending December 31, 2013 and its interim
      consolidated financial statements for the period ending June 30, 2014,
      both as filed in the Electronic Data Gathering, Analysis and Retrieval
      system (EDGAR), present a true and fair view of the consolidated assets,
      liabilities, shareholders’ equity, results of operations
  and cash-flows of the Corporation as of December 31, 2013 and
      as of June 30, 2014, respectively, under U.S. generally accepted
    accounting principles.







- 5 - 

	19. 	
      Since June 30, 2014, no Material Adverse Change has
      occurred, and no material loss contingency has arisen for which a loss
      reserve should be established or increased under U.S. generally accepted
      accounting principles.








SCHEDULE D 
REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER 

Corporate Matters 

	1. 	
      The Purchaser is a corporation incorporated and existing
      under the laws of The Netherlands and has the corporate power and
      authority to enter into and perform its obligations under this
      Agreement.

	 	 
	2. 	
      The execution and delivery of, and performance by the
      Purchaser of, this Agreement has been duly authorized by all necessary
      corporate action on the part of the Purchaser.

	 	 
	3. 	
      The execution and delivery of, and performance by the
      Purchaser of, this Agreement do not and will not result in the violation
      of any Law.

	 	 
	4. 	
      This Agreement has been duly executed and delivered by
      the Purchaser and constitutes the legal, valid and binding agreement of
      the Purchaser, enforceable against it in accordance with its terms,
      subject only to any limitation under applicable laws relating to (i)
      bankruptcy, winding-up insolvency, arrangement, fraudulent preference and
      conveyance, assignment and preference and other similar laws of general
      application affecting creditors' rights, and (ii) the discretion that a
      court may exercise in the granting of equitable remedies such as specific
      performance and injunction.



Securities Law Matters 

	5. 	
      The Purchaser acknowledges that:

	 	 	 
		(a) 	
      the Securities are being offered on a “private placement”
      basis and are listed and quoted for trading on the facilities of the
      Exchange.

	 	 	 
		(b) 	
      none of the Securities have been or will be registered
      under the 1933 Act or under any securities or “blue sky” laws of any state
      of the United States or any Province of Canada and, unless so registered,
      may not be offered or sold in the United States or Canada or, directly or
      indirectly, to U.S. Persons, as that term is defined in Regulation S,
      except in accordance with the provisions of Regulation S, pursuant to an
      effective registration statement under the 1933 Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration or
      prospectus requirements of the 1933 Act and applicable Canadian securities
      Laws and in each case only in accordance with applicable state, provincial
      and foreign securities laws;







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	 	(c) 	
      the Corporation has not undertaken to, and will have no
      obligation to, register any of the Securities under the 1933 Act or any
      other securities legislation;

	 	 	 
	 	(d) 	
      the decision to execute this Agreement and acquire the
      Securities agreed to be purchased hereunder has not been based upon any
      oral or written representation as to fact or otherwise made by or on
      behalf of the Corporation and such decision is based entirely upon a
      review of any public information which has been filed by the Corporation
      in the Public Record;

	 	 	 
	 	(e) 	
      the Purchaser understands and agrees that the Corporation
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, covenants and agreements contained in this
      Agreement and agrees that if any of such acknowledgements, representations
      and agreements are no longer accurate or have been breached at any time
      between the Effective Date and the Second Debenture Date, the Purchaser
      shall promptly notify the Corporation;

	 	 	 
	 	(f) 	
      there are risks associated with the purchase of the
      Securities, some of which are more fully described in the Corporation’s
      periodic disclosure forming part of the Public Record;

	 	 	 
	 	(g) 	
      the Purchaser and the Purchaser’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Corporation in connection with the distribution of the Securities
      hereunder, and to obtain additional information, to the extent possessed
      or obtainable without unreasonable effort or expense, necessary to verify
      the accuracy of the information about the Corporation;

	 	 	 
	 	(h) 	
      the books and records of the Corporation were available
      upon reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Purchaser during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Purchaser and the Purchaser’s
      advisor(s);




	6. 	
      all of the information which the Purchaser has provided
      to the Corporation is correct and complete as of the Effective Date and if
      there should be any change in such information prior to the Second
      Debenture Date, the Purchaser will immediately provide the Corporation
      with such information;

	 	 
	7. 	
      the Corporation is entitled to rely on the
      representations and warranties of the Purchaser contained in this
      Agreement and the Purchaser will hold harmless
the Corporation from any loss or damage it may suffer as a
      result of the Purchaser’s failure to correctly complete this
    Agreement;







- 3 - 

	8. 	
      the Purchaser has been advised to consult the Purchaser’s
      own legal, tax and other advisors with respect to the merits and risks of
      an investment in the Securities and with respect to applicable resale
      restrictions, and it is solely responsible (and the Corporation is not in
      any way responsible) for compliance with:





	 	(b) 	
      any applicable laws of the jurisdiction in which the
      Purchaser is resident in connection with the distribution to the Purchaser
      hereunder, and

	 	 	 
	 	(c) 	
      applicable resale
restrictions;




	9. 	
      The certificates representing the Initial Shares and any
      Common Shares issued pursuant to the exercise of either of the Initial
      Warrant, the Second Warrant or the Interest Warrant or the conversion of,
      prior to the expiration of the applicable hold period with respect to, the
      First Debenture or the Second Debenture or ownership statements issued
      under a direct registration system or other electronic book-entry system,
      will bear legends in accordance with Applicable Securities Laws
      substantially in the form of the following:

	 	 
		
      U.S. Legend:



“NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”) OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
SECURITIES LAWS. 

and: 

Canadian Legend 

“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE o [NTD: INSERT THE
DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].” 




- 4 - 

The certificates representing the
Initial Warrant, the Interest Warrant, the First Debenture and the Second
Debenture will bear the following legends: 

THIS CERTIFICATE AND THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE. 

THE SECURITY REPRESENTED HEREBY AND
THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”).

NEITHER THE SECURITY REPRESENTED
HEREBY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS
DEFINED BY REGULATION S UNDER THE 1933 ACT. 

UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY AND THE SECURITIES INTO WHICH THIS
SECURITY IS CONVERTIBLE SHALL NOT TRADE SUCH SECURITIES BEFORE [INSERT DATE THAT
IS FOUR MONTHS AND ONE DAY FOLLOWING ISSUE DATE]. 

	10. 	
      The Purchaser is at arm’s-length, within the meaning of
      the policies of the Exchange, with the
Corporation.







- 5 - 

	11. 	
      The Purchaser acknowledges that the Corporation is
      required to file a report of exempt distribution with all applicable
      Securities Regulatory Authorities containing personal information about
      the Purchaser.







SCHEDULE E 
CONDITIONS FOR THE BENEFIT OF THE
PURCHASER

	1. 	
      Performance of Covenants. The Corporation shall
      have fulfilled or complied with all covenants contained in this Agreement
      to be fulfilled or complied with by it at or prior to the Effective Date,
      the Warrant Exercise Date, the First Debenture Date and the Second
      Debenture Date, as applicable, and the Corporation shall have executed and
      delivered a certificate of a senior officer to that effect.

	 	 	 
	2. 	
      Exchange Approval. The Purchaser shall have been
      provided with evidence satisfactory to it, acting reasonably, that the
      Exchange shall have approved the issuance to the Purchaser of each of the
      Securities, as applicable.

	 	 	 
	3. 	
      Securities Laws. The issuance of the Securities is
      exempt from the prospectus and registration requirements of Applicable
      Securities Laws.

	 	 	 
	4. 	
      Approvals. The Corporation shall have obtained all
      orders, permits, approvals, waivers, consents, licenses or similar
      authorizations of Securities Regulatory Authorities necessary to complete
      the sale of the Initial Shares, the Initial Warrant and the Second Warrant
      on the Effective Date, the exercise of the Initial Warrant and the Second
      Warrant on the Warrant Exercise Date, the sale of the First Debenture on
      the First Debenture Date and the sale of the Second Debenture on the
      Second Debenture Date, as applicable.

	 	 	 
	5. 	
      Deliveries. The Corporation shall have delivered
      or cause to be delivered to the Purchaser at Closing the following in form
      and substance satisfactory to the Purchaser:

	 	 	 
		(a) 	
      As applicable, copies of all resolutions of the
      Shareholders approving the entering into and completion of the
      transactions contemplated by this Agreement;

	 	 	 
		(b) 	
      A certificate of status, compliance, good standing or
      like certificate with respect to the Corporation issued by the appropriate
      Governmental Entity;

	 	 	 
	6. 	
      No Legal Action. No legal or regulatory acts or
      proceedings shall be pending or threatened by any Person which would
      enjoin, restrict or prohibit the issuance, sale or purchase of any of the
      Securities as contemplated hereby.







SCHEDULE F 
CONDITIONS FOR THE BENEFIT OF THE
CORPORATION 

	1. 	
      Performance of Covenants. The Purchaser shall have
      fulfilled or complied with all covenants contained in this Agreement to be
      fulfilled or complied with by it at or prior to Effective Date, the
      Warrant Exercise Date, the First Debenture Date and the Second Debenture
      Date, as applicable, and the Purchaser shall have executed and delivered a
      certificate of a senior officer to that effect.

	 	 
	2. 	
      Securities Laws. The issuance of the Securities is
      exempt from the prospectus and registration requirements of Applicable
      Securities Laws.

	 	 
	3. 	
      Approvals. The Corporation shall have obtained all
      orders, permits, approvals, waivers, consents, licenses or similar
      authorizations of Securities Regulatory Authorities necessary to complete
      the sale of the Initial Shares, the Initial Warrant and the Second Warrant
      on the Effective Date, the exercise of the Initial Warrant and the Second
      Warrant on the Warrant Exercise Date, the sale of the First Debenture on
      the First Debenture Date and the sale of the Second Debenture on the
      Second Debenture Date, as applicable.

	 	 
	4. 	
      No Legal Action. No legal or regulatory acts or
      proceedings shall be pending or threatened by any Person which would
      enjoin, restrict or prohibit the issuance, sale or purchase of any of the
      Securities as contemplated hereby.