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FORM 2D

LISTING AGREEMENT

|TAG OIL
      LTD.                                                                                                   
|---------------------------------------------------------------------------------------------------------------------
|Name of Issuer                                                                                                       
|                                                                                                                     
|Suite 400-534
      17thAve S.W., Calgary, Alberta, T2S 0B1 Phone:
      (403) 770-1934                              
|Head Office Address and Telephone Number of Issuer                                                                   
|                                                                                                                     
|**Computershare Trust Company of Canada, 100 University
      Avenue, 9thFloor, Toronto, Ontario,** **M5J
      2Y1**
|Name and Address of Issuers Registrar and Transfer
      Agent                                                      
|                                                                                                                     
|Canacord
      Capital Corporation                                                                                   
|Name of Sponsor (if applicable)                                                                                      

In consideration of the listing on the TSX Venture Exchange
Inc. (the Exchange) of securities of the undersigned entity (the Issuer),
the Issuer hereby agrees with the Exchange as follows:

|1. | Interpretation                                                                   
|-- | ---------------------------------------------------------------------------------
|   |                                                                                  
|   | In this Agreement, unless the subject matter or context
      otherwise requires:
|   |                                                                                  
|   | 1.1                                                                              
|   |                                                                                  
|   | 1.2                                                                              
|   |                                                                                  
|   | 1.3                                                                              
|   |                                                                                  
|2. | General                                                                          
|   |                                                                                  
|   | 2.1                                                                              

|FORM
      2D           | LISTING AGREEMENT | Page 1
|----------------------- | ----------------- | ------
|(as at August
**2002)** |                   |       

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|   | 2.2                                         | The Issuer shall file with the Exchange all such
      material, information and documents as may be required by the Exchange
      from time to time and in such manner and form and by such date as may be
      specified by the Exchange.                                                                                                                                                                                                                                                                                              
|-- | ------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 2.3                                         | This Agreement and all other documents, information and
      material (collectively, the Information), in whatever form, provided to
      or filed with the Exchange shall become the property of the Exchange and
      the Exchange shall have full and irrevocable authority to sell, license,
      copy, distribute, make available for public inspection, provide copies of
      same to other regulatory authorities and otherwise deal with all or any
      part of the Information at any time without notice to the
Issuer.
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 2.4                                         | Except as otherwise permitted by the Exchange
      Requirements, the Issuer shall not issue securities to any person without
      the prior approval of the Exchange. Further, the Issuer shall notify the
      Exchange in such manner and form and by such date as may be specified by
      the Exchange Requirements of any changes to the number of its issued
      securities of any class.                                                                                                                                      
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 2.5                                         | All documents filed by the Issuer and all correspondence
      with the Exchange shall be in the English language. In addition, the
      Issuer shall also concurrently file with the Exchange any original
      language documents. The Issuer warrants that all English translations will
      be complete and accurate.                                                                                                                                                                                                              
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | Reimbursement for Independent
  Advice     
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 3.1                                         | The Issuer shall pay to the Exchange on a timely basis
      the annual sustaining fee, the applicable listing or filing fee at the
      time of each filing, and any other fees, expenses or charges which may be
      specified from time to time by the Exchange within the time limits
      specified by the Exchange.                                                                                                                                                                                                              
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 3.2                                         | The Exchange, at the Issuers cost, may obtain
      independent advice or consulting services with respect to any matter
      relating to the Issuer provided that the Exchange has first afforded the
      Issuer the opportunity to satisfy the particular filing requirements of
      the Exchange with respect to such matter. The Issuer hereby agrees to
      fully reimburse and indemnify the Exchange for all such expenses, costs
      and fees incurred by the Exchange.                                                  
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | Directors, Officers and other
    Personnel
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 4.1                                         | The affairs of the Issuer shall at all times be managed
      or supervised by at least three directors, all of whom shall:                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                             | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                             | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                             | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                             | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                             | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                             | Officers, employees, agents and consultants of the
      Issuer, and others engaged by or working on behalf of the Issuer, shall be
      subject to all other specified Exchange                                                                                                                                                                                                                                                                                                                                                          

|FORM 2D                 | LISTING AGREEMENT | Page
      2
|----------------------- | ----------------- | ------------
|(as at August **2002)** |                   |             

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|   |                                       | Requirements and, at the discretion of the Exchange,
      shall be subject to clauses 4.1(d) and 4.1(e) above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 4.2                                   | Except in the case of a CPC Issuer, the Issuer shall at
      all times have at least two directors who are not Control Persons of the
      Issuer. The Issuer, regardless of whether it is a CPC or not, shall at all
      times have at least two directors who are neither employees, senior
      officers or management consultants of the Issuer or any of its associates
      or affiliates. The Issuer will have an audit committee consisting of at
      least three directors, a majority of whom must be neither Control Persons
      of the Issuer nor employees or senior officers of the Issuer or any
      associates or affiliates. The Issuer will use its best efforts to have its
      audit committee act in accordance with the Canadian Securities
      Administrators Notice on Audit Committees or any successor policy, notice
      or instrument.
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 4.3                                   | Insofar as the Issuer requests that the Exchange rely on
      auditors, lawyers, consultants or other agents, the Issuer shall ensure
      that such Persons are not unacceptable to the Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 4.4                                   | The Issuer shall require a minimum of two signatures by
      Persons authorized by the board of directors of the Issuer to sign all
      cheques issued by the Issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | Rights and Remedies of the
  Exchange
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 5.1                                   | The Exchange shall have all the rights and remedies set
      out in the Exchange Requirements or otherwise available to it at law or
      equity. Without limiting the generality of the foregoing, the Issuer
      acknowledges that the Exchange may halt or suspend trading in the Issuers
      securities, and may delist securities of the Issuer, at any time, with or
      without giving any reason for, or notice of, such action.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 5.2                                   | A breach by any director, officer, employee, agent,
      consultant or, where applicable, partner of the Issuer of any term of this
      Agreement or the Exchange Requirements shall be deemed to be a breach by
      the Issuer and the Exchange shall be entitled to exercise against the
      Issuer all rights and remedies it may have in respect thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 5.3                                   | The Issuer hereby agrees to and does hereby release and
      indemnify the Exchange, its governors, directors, officers, agents and
      employees from and against all claims, suits, demands, actions, costs,
      damages and expenses, including legal fees on a solicitor and his own
      client basis, which may be incurred by the Exchange as a result of or in
      connection with the enforcement by the Exchange of any provision of this
      Agreement or any Exchange Requirement.                                                                                                                                                                                                                                                                                                                                                                             
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | Miscellaneous                        
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 6.1                                   | This Agreement shall be governed by and construed in
      accordance with the laws of the Province of Alberta and the federal laws
      of Canada applicable therein and the parties hereby irrevocably submit to
      the jurisdiction of the courts of the Province of Alberta for all matters
      arising out of or in connection with this Agreement or any of the
      transactions contemplated hereby                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 6.2                                   | The Issuer hereby agrees to submit and attorn to the
      jurisdiction of the TSX Venture Exchange, and wherever applicable, the
      governors, directors and committees thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

|FORM
      2D           | LISTING AGREEMENT | Page
      3
|----------------------- | ----------------- | ------------
|(as at August **2002)** |                   |             

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| | 6.3 | All notices and other communications to be provided
      pursuant to this Agreement may be delivered, sent by facsimile or prepaid
      post to the following addresses.                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | provided that in the event of a
        general disruption of postal services, notices and communications shall
        be delivered or sent by facsimile. Any notice or communication delivered
        or sent by facsimile shall be deemed to have been given on the day so
        delivered or sent by facsimile. Any notice or communication sent by mail
        shall be deemed to have been received on the fifth business day following
        deposit in the mail in Canada. A party may change its address as provided
        herein by notice to the other party as set out in this section.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6.4 | This Agreement has been duly authorized,
        executed and delivered on behalf of the Issuer and is a legal, valid and
        binding obligation of the Issuer enforceable in accordance with its terms.                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6.5 | The Issuer may not assign the whole
        or any part of this Agreement without the written consent of the Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6.6 | The Exchange may terminate or amend
        this Agreement at any time and, upon notice to the Issuer given in accordance
        with the provisions of this Agreement, any such amendments will be binding
        on the Issuer. It is acknowledged by the Issuer that the Exchange shall
        not incur any liability with respect to any loss or damage that the Issuer
        or any other person may suffer, directly or indirectly, by reason of any
        amendment or termination of this Agreement.                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6.7 | No approval, consent or waiver
        by the Exchange to or of any breach by the Issuer in the performance or
        observance of its obligations under this Agreement or any of the Exchange
        Requirements is an approval, consent or waiver to or of any other breach
        or continuing breach. Failure by the Exchange to complain of any breach
        by or enforce any Exchange Requirement against the Issuer in the performance
        or observance of its obligations under this Agreement or any of the Exchange
        Requirements irrespective of                           

|FORM
      2D           | LISTING AGREEMENT | Page 4
|----------------------- | ----------------- | ------
|(as at August **2002)** |                   |       

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| |                                                                                                                                                           | how long the breach may continue, is not a waiver of the
      rights of the Exchange under or relating to this Agreement or any of the
      Exchange Requirements.                                                                                                                                                                                                                                  
| | --------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                       
| | 6.8                                                                                                                                                       | The invalidity or unenforceability of any provision of
      this Agreement shall not affect the validity or enforceability of any
      other provision herein and any invalid provision shall be deemed to be
      severable.                                                                                                                                                                      
|
|
| |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                       
| | 6.9                                                                                                                                                       | Any reference to a statute includes all rules and
      regulations made pursuant thereto and, unless otherwise expressly
      provided, includes a reference to all amendments made thereto and in force
      from time to time and any statute, rule or regulation that may be passed
      which has the effect of supplementing or superseding that statute or those
      rules or regulations.
|
|
|
|
| |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                       
| | 6.10                                                                                                                                                      | The Issuer agrees that it shall be bound by the terms and
      conditions of this Agreement immediately upon Exchange acceptance hereof,
      notwithstanding that confirmation of such acceptance may not have been
      provided to the Issuer.                                                                                                                                                  
|
|
| |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                       
| | 6.11                                                                                                                                                      | This Agreement has been drafted in the English language
      at the express request of the parties. Les parties ont exige que le
      present contrat soit redige en anglais.                                                                                                                                                                                                                       
|
| |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                       
| | In witness whereof, the parties hereto have executed this
      Agreement by their duly authorized signing officers as of the date
      indicated below.
|

DATED at _________________ this _____ day of _______________,
2005.

| | Tag
      Oil Ltd.                  
| | ------------------------------------
| | Issuers Name                       
| |                                     
| |                                     
| | Drew Cadenhead,                     
| | Chief Executive Officer and Director
| |                                     
| |                                     
| | Garth Johnson                       
| | Chief Financial Officer and Director

|* | To be executed by at least two
      duly authorized signing officers of the Issuer and, if required
      pursuant to applicable law, under the Issuers corporate seal.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

This application shall be deemed to have been accepted by the
Exchange, and shall become effective immediately upon commencement of trading of
any securities of the Issuer on the Exchange.

|FORM 2D                 | LISTING AGREEMENT | Page
      5
|----------------------- | ----------------- | ------------
|(as at August **2002)** |                   |             

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