---

THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT) OR
THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT) UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.

TAG OIL LTD.

SUBSCRIPTION AGREEMENT FOR COMMON SHARES (Canadian and
Non-US Persons)

|TO:     | TAG OIL LTD.                                           
|------- | -------------------------------------------------------
|        |                                                        
|AND TO: | CANACCORD CAPITAL CORPORATION (the
      Underwriter)

The undersigned (the Subscriber) hereby irrevocably
subscribes for and agrees to purchase from TAG Oil Ltd. (the
Corporation) that number of common shares of the Corporation (the
Common Shares) set out on page 2 at a price of $1.30 per Common Share
(the Subscription Price) for the aggregate subscription price (the
Aggregate Subscription Price) set out on page 2. The Subscriber agrees
to be bound by the terms and conditions set forth in the attached Terms and
Conditions of Subscription for Common Shares including without limitation the
representations, warranties and covenants set forth in the applicable schedules
attached thereto. The Subscriber further agrees, without limitation, that the
Corporation, the Underwriter and their respective counsel may rely upon the
Subscribers representations, warranties and covenants contained in such
documents.

Please make sure that your subscription
includes:

| | 1. | one (1)signed copy of this Subscription
        Agreement with the information on pages 2, 3 and 4 completed;                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                           
| | 2. | a certified cheque or bank draft in an amount
        equal to the Aggregate Subscription Price, payable in Canadian funds to
        Canaccord Capital Corporation unless other acceptable
        payment arrangements have been made;
| |    |                                                                                                                                                                                                                                           
| | 3. | a properly completed and duly executed copy
        of the appropriate investor qualification form:                                                                                                                                       
| |    |                                                                                                                                                                                                                                           
| |    | (a)                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                           
| |    | (b)                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                           
| |    | (c)                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                           
| | 4. | if applicable, TSXV Form 4C Corporate Placee
        Registration Form in the form attached to this Subscription Agreement
        as Schedule E.                                                                                       

Please deliver your subscription to:Suite 1210,
320 Bay Street, Toronto, ON M5H 4A6, Attention: Naglaa Pacheco, Fax: (416)
869-7706

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2

SUBSCRIPTION AND SUBSCRIBER INFORMATIONPlease
print all information (other than signatures), as applicable, in the space
provided below

|                                                                                                                     |                
|-------------------------------------------------------------------------------------------------------------------- | ---------------
|                                                                                                                     |                
|(Name of Subscriber)                                                                                                 |                
|                                                                                                                     |                
|By:                                                                                                                  |                
|Authorized Signature                                                                                                 |                
|                                                                                                                     |                
|                                                                                                                     |                
|(Official Capacity or Title  if the Subscriber is not an                                                            |                
|individual)                                                                                                          |                
|                                                                                                                     |                
|                                                                                                                     |                
|(Name of individual whose signature appears above if
      different than the name of the subscriber printed above.) |                
|
|                                                                                                                     |                
|                                                                                                                     |                
|(Subscribers Address, including Province)                                                                           |                
|                                                                                                                     |                
|                                                                                                                     |                
|                                                                                                                     |                
|                                                                                                                     |                
|(Telephone Number)                                                                                                   | (Email Address)

|Account
      Registration Information: 
|----------------------------------------
|                                        
|                                        
|(Name)                                  
|                                        
|                                        
|(Account
      Reference, if applicable)
|                                        
|                                        
|(Address,
      including Postal Code)  

|                                                                                                                                                                                                       |                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------
|Number of Common
      Shares:                                                                                                                                                                         | x
      $1.30  
|                                                                                                                                                                                                       |                
|                                                                                                                                                                                                       | =              
|Aggregate
      Subscription Price:                                                                                                                                                                    |                
|                                                                                                                                                                                                       |                
|If the Subscriber is signing as agent for a principal
      (beneficial purchaser) and is not purchasing as trustee or agent
      for accounts fully managed by it, complete the
      **following:**
|
|
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|(Name of
      Principal)                                                                                                                                                                              |                
|                                                                                                                                                                                                       |                
|                                                                                                                                                                                                       |                
|(Principals
      Address)                                                                                                                                                                            |                
|                                                                                                                                                                                                       |                
|                                                                                                                                                                                                       |                
|                                                                                                                                                                                                       |                
|                                                                                                                                                                                                       |                
|(Telephone Number)                                                                                                                                                                                     | (Email Address)

|Delivery Instructions as set forth below:
|-----------------------------------------
| ̈ Same as Subscribers
      address, or 
|                                         
|                                         
|(Name)                                   
|                                         
|                                         
|(Account
      Reference, if applicable) 
|                                         
|                                         
|(Address)                                
|                                         
|                                         
|(Contact Name)                           

---

3

OTHER INFORMATION TO BE COMPLETED BY EACH SUBSCRIBER

|A.     |  | Corporate Placee or Investment Portfolio Manager
      Registration Form(Schedule E) The Subscriber, if not an individual
      (i.e., a natural person), either [CHECK WHERE APPROPRIATE]:                                                                                                                                                                                                         
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|       |  | has previously filed with the TSX Venture Exchange
      (the TSXV) a Form 4C, Corporate Placee Registration Form, and
      represents and warrants that there has been no change to any of the information
      in the Corporate Placee Registration Form previously filed with the TSXV
      up to the date of this Agreement; or                                                            
|      
|
|
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|       |  | hereby delivers to the Issuer a completed Form 4C,
      Corporate Placee Registration Form, in the form attached hereto for filing
      with the TSXV; and                                                                                                                                                                                                                                        
|
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|B.     |  | Present Ownership of Securities of the Corporation                                                                                                                                                                                                                                                                                                                                                  
|       |  | The Subscriber either [CHECK APPROPRIATE ITEM]:                                                                                                                                                                                                                                                                                                                                                     
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|       |  | does not own, directly or indirectly, or exercises
      control or direction over, any common shares in the capital of the Corporation
      or securities convertible into common shares in the capital of the Corporation
      (excluding the Common Shares subscribed for herein); or                                                                                                          
|      
|
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|       |  | owns directly or indirectly, or exercises control
      or direction over, ____________________ common shares in the capital of
      the Corporation and options, warrants and convertible securities entitling
      the Subscriber to acquire an additional ____________________ common shares
      in the capital of the Corporation (excluding the Common Shares subscribed
      for herein).
|      
|
|
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|C.     |  | Insider Status                                                                                                                                                                                                                                                                                                                                                                                      
|       |  | The Subscriber either [CHECK IF APPROPRIATE]:                                                                                                                                                                                                                                                                                                                                                       
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|       |  | is NOTan Insider of the Corporation as
      defined in the (Securities Act) British Columbia;                                                                                                                                                                                                                                                                                                    
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|       |  | is an Insider of the Issuer as defined in the Securities
      Act (British Columbia), namely: Insider                                                                                                                                                                                                                                                                                          
|means: |  |                                                                                                                                                                                                                                                                                                                                                                                                     

| | (a) | a director or senior officer of the issuer;                                                                                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | a director or senior officer of a person that is itself an
      insider or subsidiary of the issuer;                                                                                                                                                                                                                 
| | (c) | a person that has                                                                                                                                                                                                                                                                                                     
| |     | (i) direct or indirect beneficial
      ownership of;                                                                                                                                                                                                                                                                 
| |     | (ii) control or direction
      over; or                                                                                                                                                                                                                                                                              
| |     | (iii) a combination of direct
      or indirect beneficial ownership of and of control or direction over                                                                                                                                                                                                              
| |     | securities of the issuer carrying more than 10% of
      the voting rights attached to all the  issuers outstanding voting
      securities, excluding, for the purpose of the calculation of the  percentage
      held, any securities held by the person as underwriter in the course of
      a  distribution, or
|
|
|
| | (d) | the issuer itself, if it has purchased, redeemed or otherwise
      acquired any securities of its own issue, for so long as it continues to
      hold those securities.                                                                                                                                             

| | D. Member of Pro Group                     
| | ---------------------------------------------
| | The Subscriber either [CHECK IF APPROPRIATE]:

---

4

| |  | is NOTa Member of the Pro Group as defined in the
      Rules of the TSXV; or                     
| |  | ----------------------------------------------------------------------------------------------------
| |  |                                                                                                     
| |  | is a Member of the Pro Group as defined in the Rules of the
      TSXV, namely: Pro Group means:

| | 1. Subject to subparagraphs (2), (3) and (4), Pro
      Group shall include, either individually or as a group:                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                     
| | 2. The TSXV may, in its discretion, include a person
      or party in the Pro Group for the purposes of a particular calculation where
      the TSXV determines that the person is not acting at arms length of
      the member;
| |                                                                                                                                                                                                                                     
| | 3. The TSXV may, in its discretion, exclude a person
      from the Pro Group for the purposes of a particular calculation where the
      TSXV determines that the person is acting at arms length to the member;                 
| |                                                                                                                                                                                                                                     
| | 4. The member may deem a person who would otherwise
      be included in the Pro Group pursuant to subparagraph (1) to be excluded
      from the Pro Group where the member determines that:                                       
| |                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                     

---

5

TERMS AND CONDITIONS OF SUBSCRIPTION FOR COMMON
SHARES

PART 1 - INTERPRETATION

1.1 Definitions

Whenever used in this Subscription Agreement, unless there is
something in the subject matter or context inconsistent therewith, the following
words and phrases shall have the respective meanings ascribed to them as
follows:

Aggregate Subscription Price has the meaning ascribed
to such term on the front page of this Agreement.

Business Day means a day other than a Saturday, Sunday
or any other day on which the principal chartered banks located in Toronto or
Vancouver are not open for business.

Closing shall have the meaning ascribed to
  such term in Section 4.1.

Closing Date shall have the meaning ascribed
  to such term in Section 4.1.

Closing Time shall have the meaning ascribed
  to such term in Section 4.1.

Common Share means a common share in the capital of
the Corporation as constituted as at the Closing Date.

Control Person means a person, company or combination
of persons or companies described in clause (c) of the definition of
distribution in subsection 1(1) of the Securities Act (British
Columbia).

Corporation means TAG Oil Ltd. and includes any
successor corporation to or of the Corporation.

Offering means the offering of Common Shares pursuant
to this Subscription Agreement and the Underwriting Agreement.

person means any individual (whether acting as an
executor, trustee, administrator, legal representative or otherwise),
corporation, firm, partnership, sole proprietorship, syndicate, joint venture,
trustee, trust, unincorporated organization or association, and pronouns have a
similar extended meaning.

Securities Laws means, as applicable, the securities
laws, regulations, rules, rulings and orders in each of the provinces of Canada,
the applicable policy statements issued by the securities regulators in each of
the provinces of Canada, and the rules of the TSXV.

Subscriber means the subscriber for Common Shares as
set out on page 2 of this Subscription Agreement.

Subscription Agreement means this subscription
agreement (including any schedules hereto) and any instrument amending this
Subscription Agreement; hereof, hereto, hereunder,
herein and similar expressions mean and refer to this Subscription
Agreement and not to a particular Part or Section; and the expression Part or
Section followed by a number means and refers to the specified Part or Section
of this Subscription Agreement.

---

6

Subscription Price shall have the meaning ascribed to
such term on the face page of this Subscription Agreement.

Term Sheet means the term sheet delivered to potential
purchasers of Common Shares, a copy of which is attached hereto as Schedule
A.

TSXV means the TSX Venture Exchange.

Underwriting Agreement means the underwriting
agreement to be dated on or about September 22, 2005 entered into between the
Underwriter and the Corporation in respect of the Offering.

Underwritermeans Canaccord Capital Corporation.

United States means the United States of America, its
territories and possessions, any State of the United States and the District of
Columbia.

U.S. Person means U.S. Person as that term is
defined in Rule 902(k) of Regulation S under the U.S. Securities Act.

U.S. Securities Act means the United States
Securities Act of 1933, as amended.

1.2 Gender and Number

Words importing the singular number only shall include the
plural and vice versa, words importing the masculine gender shall include the
feminine gender.

1.3 Currency

Unless otherwise specified, all dollar amounts in this
Subscription Agreement, including the symbol $, are expressed in
Canadian dollars.

1.4 Subdivisions, Headings and Table of Contents

The division of this Subscription Agreement into Parts,
Sections, Schedules and other subdivisions, the inclusion of headings and the
provision of a table of contents are for convenience of reference only and shall
not affect the construction or interpretation of this Subscription Agreement.
The headings in this Subscription Agreement are not intended to be full or
precise descriptions of the text to which they refer. Unless something in the
subject matter or context is inconsistent therewith, references herein to an
Part, Section, Subsection, paragraph, clause or Schedule are to the applicable
part, section, subsection, paragraph, clause or schedule of this Subscription
Agreement.

PART 2 - SCHEDULES

2.1 Description of Schedules

The following are the Schedules attached to and incorporated in
this Subscription Agreement by reference and deemed to be a part hereof:

| | Schedule A | Term Sheet                                                    
| | ------------ | --------------------------------------------------------------
| | Schedule B | Certificate of an Accredited Investor (Ontario)               
| | Schedule C | Certificate of Accredited Investor (Alberta, British Columbia,

---

7

| |              | Saskatchewan, Manitoba, Québec, Nova Scotia, Prince Edward
      Island and Newfoundland and Labrador)
| | ------------ | ------------------------------------------------------------------------------------------------------
| | Schedule D | Certificate of an Eligible Purchaser                                                                  
| | Schedule E | Form 4C Corporate Placee Registration Form                                                            
| | Schedule F | Acknowledgement  Personal Information                                                                

PART 3 - SUBSCRIPTION FOR COMMON SHARES

3.1 Subscription for the Common Shares

The Subscriber hereby confirms its irrevocable subscription for
the number of Common Shares set out on page 2 hereof from the Corporation, on
and subject to the terms and conditions set out in this Subscription Agreement,
for the Aggregate Subscription Price which is payable as described in Part
4.

3.2 Acceptance and Rejection of Subscription by the
Corporation

The Subscriber acknowledges and agrees that the Corporation
reserves the right, in its absolute discretion, to reject this subscription for
Common Shares, in whole or in part, at any time prior to the Closing Time. If
this subscription is rejected in whole, any cheques or other forms of payment
delivered to the Underwriter representing the Aggregate Subscription Price will
be promptly returned to the Subscriber without interest or deduction. If this
subscription is accepted only in part, a cheque representing any refund of the
Aggregate Subscription Price for that portion of the subscription for the Common
Shares which is not accepted, will be promptly delivered to the Subscriber
without interest or deduction.

PART 4 - CLOSING

4.1 Closing

Delivery and sale of the Common Shares and payment of the
Aggregate Subscription Price will be completed (the Closing) at the
offices of the Corporations counsel, Lang Michener LLP, 1500 Royal Centre, P.O.
Box 11117, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7 at
2:00 p.m. (Vancouver time) (the Closing Time) on September 22, 2005 or
such other place or date or time as the Corporation and the Underwriter may
agree (the Closing Date). If, prior to the Closing Time, the terms and
conditions contained in this Subscription Agreement and the Underwriting
Agreement have been complied with to the satisfaction of the Underwriter, or
waived by it, the Underwriter shall deliver to the Corporation all completed
Subscription Agreements and payment of the Aggregate Subscription Price for all
of the Common Shares sold pursuant to the Underwriting Agreement against
delivery by the Corporation of certificates representing the Common Shares and
such other documentation as may be required pursuant to this Subscription
Agreement and the Underwriting Agreement.

If, prior to the Closing Time, the terms and conditions
contained in this Subscription Agreement (other than delivery by the Corporation
to the Subscriber of certificates representing the Common Shares) and the
Underwriting Agreement have not been complied with to the satisfaction of the
Underwriter, or waived by it, the Underwriter, the Corporation and the
Subscriber will have no further obligations under this Subscription
Agreement.

---

8

4.2 Authorization of the Underwriter

The Subscriber irrevocably authorizes the Underwriter in its
sole and absolute discretion, to act as the Subscribers representative at the
Closing, and hereby appoints the Underwriter, with full power of substitution,
as its true and lawful attorney with full power and authority in the
Subscribers place and stead:

| | (a) to receive certificates
      representing the Common Shares, to execute in the Subscribers name and on
      its behalf all closing receipts and required documents, to complete and
      correct any errors or omissions in any form or document provided by the
      Subscriber in connection with the subscription for the Common Shares and
      to exercise any rights of termination contained in the Underwriting
      Agreement;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
|
|
| | (b) to extend such time
      periods and to waive, in whole or in part, any representations,
      warranties, covenants or conditions for the Subscribers benefit
      contained in this Subscription Agreement, the Underwriting Agreement or
      any ancillary or related document;                                                                                                                                                       
|
|
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) to terminate this
      Subscription Agreement if any condition precedent is not satisfied, in
      such manner and on such terms and conditions as the Underwriter in its
      sole discretion may determine; and                                                                                                                                                                                                                          
|
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d) without limiting the generality
      of the foregoing, to negotiate, settle, execute, deliver and amend the
      Underwriting Agreement.                                                                                                                                                                                                                                                                                                    

PART 5 - REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

5.1 Representations and Warranties of the
Corporation

By execution of this Subscription Agreement, the Corporation
hereby agrees with the Subscriber that the Subscriber shall have the benefit of
the representations and warranties made by the Corporation to the Underwriter as
set forth in the Underwriting Agreement. Such representations and warranties
shall form an integral part of this Subscription Agreement and shall survive the
closing of the purchase and sale of the Common Shares and shall continue in full
force and effect for the benefit of the Subscriber in accordance with the
Underwriting Agreement.

PART 6 - ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES
  OF THE SUBSCRIBER

6.1 Acknowledgements, Representations, Warranties and
Covenants of the Subscriber

The Subscriber, on its own behalf and, if applicable, on behalf
of others for whom it is acting hereunder, hereby represents and warrants to,
and covenants with, the Corporation and the Underwriter (and acknowledges that
the Corporation, the Underwriter and their respective counsel are relying
thereon) as follows:

| | (a) The Subscriber and each beneficial person for
      whom it is acting is a resident in the jurisdiction set out on the page
      following the face page of this Subscription Agreement. Such address was
      not created and is not used solely for the purpose of acquiring the Common
      Shares.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|

---



9

| | (b) The Subscriber has properly completed,
      executed and delivered to the Corporation within applicable time periods
      the applicable certificate(s) (dated as of the date hereof) set forth in Schedules
      B through D and the information contained therein
      is true and correct.                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) The Subscriber is aware that the Common
      Shares have not been and will not be registered under the U.S. Securities
      Act, or the securities legislation of any state and agrees that the Common
      Shares may not be offered or sold, directly or indirectly, in the United
      States or to or for the account or benefit of any U.S. Person without registration
      under the U.S. Securities Act or compliance with the requirements of an
      exemption from registration and it acknowledges that the Corporation has
      no obligation to file and no present intention of filing a registration
      statement under the U.S. Securities Act in respect of the Common Shares.
|
|
|
|
|
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) The Subscriber or any person for whom
      it is acting is neither a U.S. Person nor subscribing for the Common Shares
      for the account or benefit of a U.S. Person or for resale in the United
      States and the Subscriber confirms that the Common Shares have not been
      offered to the Subscriber in the United States and that this Subscription
      Agreement has not been signed in the United States.                                                                                                                                                                                                                                                                             
|
|
|
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (e) The Subscriber and any person for
      whom it is acting understands and acknowledges that the Common Shares will
      be subject to certain resale restrictions under the U.S. Securities Act,
      and without limiting the generality of the foregoing, the Subscriber and
      any person for whom it is acting acknowledges and agrees that none of the
      Common Shares may be offered, sold or otherwise transferred in the United
      States or to or for the account or benefit of a U.S. Person until 41 days
      after the Closing Date and thereafter only in accordance with the requirements
      of the U.S. Securities Act.                                                   
|
|
|
|
|
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f) The Common Shares have not been offered
      to the Subscriber in the United States, and the individuals making the order
      to purchase the Common Shares and executing and delivering this Subscription
      Agreement on behalf of the Subscriber were not in the United States when
      the order was placed and this Subscription Agreement was executed and delivered.                                                                                                                                                                                                                                                                                                                       
|
|
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g) If the Subscriber (or any beneficial
      purchaser for whom it is acting) is resident of an international jurisdiction
      (meaning herein a country other than Canada or the United States) then:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|

| | (i) the Subscriber is knowledgeable of
      securities legislation having application or jurisdiction over the Subscriber
      and the Offering (other than the laws of Canada and the United States) which
      would apply to this subscription;                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
| |                                                                                                                                                                                                                                                                                                                                           
| | (ii) the Subscriber is purchasing the Common
      Shares pursuant to exemptions from any prospectus, registration or similar
      requirements under the laws of that international jurisdiction, and the
      Corporation does not have any filing obligations in the international jurisdiction;                                     
|
|
|
| |                                                                                                                                                                                                                                                                                                                                           
| | (iii) no laws in the international jurisdiction
      require or will require the Corporation to make any filings, comply with
      any disclosure, prospectus or reporting requirements or seek any approvals
      of any kind whatsoever from any regulatory authority of any kind whatsoever
      in the international jurisdiction;
|
|
|
| |                                                                                                                                                                                                                                                                                                                                           
| | (iv) the Subscriber will deliver to the
      Corporation such further evidence of the Subscribers qualifications
      thereunder as the Corporation may require;                                                                                                                                                                       
|

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10

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (v) the Common Shares are being acquired for investment
      only and not with a view to resale and distribution within the international
      jurisdiction; and                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (vi) the Subscriber will not sell or otherwise dispose
      of the Common Shares except in accordance with applicable Canadian securities
      laws.                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (h) The execution and delivery of this Subscription
      Agreement, the performance and compliance with the terms hereof, the subscription
      for the Common Shares and the completion of the transactions described herein
      by the Subscriber will not result in any breach of, or be in conflict with
      or constitute a default under, or create a state of facts which, after notice
      or lapse of time, or both, would constitute a default under any term or
      provision of the constating documents, by-laws or resolutions of the Subscriber,
      the Securities Laws or any other laws applicable to the Subscriber, any
      agreement to which the Subscriber is a party or by which it is bound, or
      any judgment, decree, order, statute, rule or regulation applicable to the
      Subscriber.                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (i) The Subscriber is subscribing for the Common
      Shares as principal for its own account and not for the benefit of any other
      person (within the meaning of Securities Laws), for investment only and
      not with a view to resale or distribution of all or any of the Common Shares
      or if it is not subscribing as principal, it acknowledges that the Corporation
      may be required by law to disclose to certain regulatory authorities the
      identity of each beneficial purchaser for the Common Shares for whom it
      is acting.                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (j) In the case of a subscription for the Common
      Shares by the Subscriber acting as trustee or agent (including, for greater
      certainty, a portfolio manager or comparable adviser) for a principal, the
      Subscriber is duly authorized to execute and deliver this Subscription Agreement
      and all other necessary documentation in connection with such subscription
      on behalf of each such beneficial person, each of whom is subscribing as
      principal for its own account, not for the benefit of any other person,
      for investment only and not with a view to the resale or distribution of
      the Common Shares and this Subscription Agreement has been duly authorized,
      executed and delivered by or on behalf of and constitutes a legal, valid
      and binding obligation of, such principal.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (k) In the case of a subscription for the Common
      Shares by the Subscriber acting as principal, this Subscription Agreement
      has been duly authorized, executed and delivered by, and constitutes a legal,
      valid and binding obligation of, the Subscriber. This Subscription Agreement
      is enforceable in accordance with its terms against the Subscriber and any
      beneficial purchasers on whose behalf the Subscriber is acting.                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (l) If the Subscriber, or (if applicable) any beneficial
      purchaser for whom the Subscriber is contracting hereunder, is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (i) a corporation, the Subscriber has been duly incorporated
      and is validly subsisting under the laws of its jurisdiction of incorporation
      and has all requisite legal and corporate power and authority to execute
      and deliver this Subscription Agreement, to subscribe for the Common Shares
      as contemplated herein and to observe and perform its covenants and obligations
      under the terms of this Subscription Agreement and has obtained all necessary
      approvals in respect thereof;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (ii) a partnership, syndicate or other form of unincorporated
      organization, the Subscriber has the necessary power and authority to execute
      and deliver this Subscription Agreement, to subscribe for the Common Shares
      as contemplated herein and to observe                                                                                                                                                                                                                                                

---

11

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | and perform its covenants and obligations under the
      terms of this Subscription Agreement and has obtained all necessary approvals
      in respect thereof; or                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (iii) an individual, the Subscriber is of the full
      age of majority and is legally competent to execute this Subscription Agreement,
      to subscribe for the Common Shares as contemplated herein and to observe
      and perform his or her covenants and obligations hereunder.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           
| | (m) Other than the Underwriter, there is no person
      acting or purporting to act in connection with the transactions contemplated
      herein who is entitled to any brokerage or finders fee. If any person
      establishes a claim that any fee or other compensation is payable in connection
      with this subscription for the Common Shares, the Subscriber covenants to
      indemnify and hold harmless the Corporation and the Underwriter with respect
      thereto and with respect to all costs reasonably incurred in the defence
      thereof.                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           
| | (n) The Subscriber is not, with respect to the Corporation
      or any of its affiliates, a Control Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           
| | (o) If required by applicable Securities Laws or
      the Corporation, the Subscriber will execute, deliver and file or assist
      the Corporation in filing such reports, undertakings and other documents
      with respect to the issue of the Common Shares as may be required by any
      securities commission, stock exchange or other regulatory authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           
| | (p) The Subscriber, and each beneficial person for
      whom it is contracting hereunder, have been advised to consult their own
      legal advisors with respect to trading in the Common Shares and with respect
      to the resale restrictions imposed by the Securities Laws of the province
      in which the Subscriber resides and the Subscriber is solely responsible
      (and neither the Corporation nor the Underwriter are in any way responsible)
      for compliance with applicable resale restrictions and the Subscriber is
      aware that it (or beneficial persons for whom it is contracting hereunder)
      may not be able to resell such securities except in accordance with limited
      exemptions under the Securities Laws and other applicable securities laws.                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           
| | (q) The Subscriber has not received or been provided
      with, nor has it requested, nor does it have any need to receive a prospectus
      or offering memorandum, within the meaning of the Securities Laws, or any
      sales or advertising literature in connection with the Offering and the
      Subscribers decision to subscribe for the Common Shares was not based
      upon, and the Subscriber has not relied upon, any verbal or written representations
      as to fact made by or on behalf of the Corporation or the Underwriter. The
      Subscribers decision to subscribe for the Common Shares was based
      solely upon this Subscription Agreement and the Term Sheet and information
      about the Corporation which is publicly available (any such information
      having been obtained by the Subscriber without independent investigation
      or verification by the Underwriter).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           
| | (r) The Subscriber is not purchasing Common Shares
      with knowledge of material information concerning the Corporation which
      has not been generally disclosed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           
| | (s) No person has made any written or oral representations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (i) that any person will resell or repurchase the
      Common Shares;                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (ii) that any person will refund the Aggregate Subscription
      Price; or                                                                                                                                                                                                               

---

12

|                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (iii) as to the future price or value of the Common
      Shares.
|---------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                  
|                                                                                                                                                           | (t) The subscription for the Common Shares
      has not been made through or as a result of, and the distribution of the
      Common Shares is not being accompanied by any advertisement, including without
      limitation in printed public media of general and regular paid circulation,
      radio, television or telecommunications or other form of advertisement,
      including electronic display, or as part of a general solicitation.                                                                                                                                                         
|
|
|
|
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                  
|                                                                                                                                                           | (u) There are risks associated with the
      purchase of and investment in the Common Shares and the Subscriber, and
      each beneficial person for whom it is contracting hereunder, is knowledgeable,
      sophisticated and experienced in business and financial matters and is capable
      of evaluating the merits and risks of an investment in the Common Shares,
      fully understands the restrictions on resale of the Common Shares and is
      able to bear the economic risk of an investment in the Common Shares.                                                                       
|
|
|
|
|
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                  
|                                                                                                                                                           | (v) The Subscriber is able to bear the
      economic risk of loss of its investment in the Common Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                  
|                                                                                                                                                           | (w) Neither the Subscriber nor any party on whose
      behalf it is acting is an investment club.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                  
|                                                                                                                                                           | (x) Except as disclosed in writing to the
      Corporation, the Subscriber does not act jointly or in concert with any
      other person for the purposes of acquiring securities of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                          
|
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                  
|6.2 Acknowledgments of
      the Subscriber                                                                                                               
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                  
|The Subscriber, on its
      own behalf and, if applicable, on behalf of others for whom it is acting
      hereunder, acknowledges and agrees as follows:
|
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                  
|                                                                                                                                                           | (a) The Subscriber has received a copy
      of the Term Sheet setting out the principal terms of the Offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                  
|                                                                                                                                                           | (b) No securities commission, agency, governmental
      authority, regulatory body, stock exchange or similar regulatory authority
      has reviewed or passed on the merits of, or investing in, the Common Shares
      and there is no government or other insurance covering the Common Shares.                                                                                                                                                                                                                                                                                                            
|
|
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                  
|                                                                                                                                                           | (c) There are restrictions on the Subscribers
      ability to resell the Common Shares and compliance with all such restrictions
      is the responsibility of the Subscriber.                                                                                                                                                                                                                                                                                                                                                                                                                                
|
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                  
|                                                                                                                                                           | (d) The Common Shares shall be subject
      to statutory resale restrictions under the Securities Laws of the jurisdiction
      in which the Subscriber resides and under other applicable securities laws,
      and the Subscriber covenants that it will not resell the Common Shares except
      in compliance with such laws and the Subscriber acknowledges that it is
      solely responsible (and neither the Corporation nor the Underwriter is in
      any way responsible) for such compliance.                                                                                                  
|
|
|
|
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                  
|                                                                                                                                                           | (e) The Corporation is relying on an exemption
      from the requirement to provide the Subscriber with a prospectus under the
      Securities Laws and to sell securities through a person registered to sell
      securities under Securities Laws (if applicable) and, as a consequence of
      acquiring the Common Shares pursuant to such exemption(s), certain protections,
      rights and remedies provided by the Securities Laws, including statutory
      rights of rescission or damages, will not be available to the Subscriber,
      the Subscriber may not receive information that would
|
|
|
|
|

---

13

| | otherwise be required to be provided to
      it under Securities Laws and the Corporation is relieved from certain obligations
      that would otherwise apply under Securities Laws;    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |                                                                                                                                                                                            
| | (f) The certificates representing the Common
      Shares will bear, as of the Closing Date, legends substantially in the following
      form and with the necessary information inserted:
|

| | Unless permitted under securities
      legislation, the holder of the securities shall not trade the
      securities before [insert date that is four (4) months and one (1)
      day after the Closing Date].                                                                                                                                                                                                                                                                           
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Without prior written approval of
      the TSX Venture Exchange and compliance with all applicable
      securities legislation, the securities represented by this
      certificate may not be sold, transferred, hypothecated or otherwise
      traded on or through the facilities of the TSX Venture Exchange
      or otherwise in Canada or to or for the benefit of a Canadian
      resident until [insert that date which is four months and a day
      from the Closing Date.]
|
|
|
|
|
|
|

| | (g) The Underwriter and/or its directors,
      officers, employees, agents and representatives assume no responsibility
      or liability of any nature whatsoever for the accuracy or adequacy of any
      such publicly available information concerning the Corporation or as to
      whether all information concerning the Corporation that is required to be
      disclosed or filed by the Corporation under the Securities Laws has been
      so disclosed or filed.                                                                                                                                                                                                                                                                                                                                                   
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (h) The Subscriber, and each beneficial
      person for whom it is contracting hereunder, shall execute, deliver, file
      and otherwise assist the Corporation and the Underwriter with filing all
      documentation required by the applicable Securities Laws to permit the subscription
      for the Common Shares and the issuance of the Common Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
|
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (i) The Corporation is relying on the representations,
      warranties and covenants contained herein and in the applicable Schedules
      attached hereto to determine the Subscribers eligibility to subscribe
      for Common Shares under applicable Securities Laws and the Subscriber agrees
      to indemnify the Corporation, the Underwriter and each of their directors
      and officers against all losses, claims, costs, expenses, damages or liabilities
      which any of them may suffer or incur as a result of or arising from reliance
      thereon. The Subscriber undertakes to immediately notify the Corporation
      of any change in any statement or other information relating to the Subscriber
      set forth in such applicable Schedules which takes place prior to the Closing
      Time.
|
|
|
|
|
|
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (j) The Subscriber, and each beneficial
      person for whom it is contracting hereunder, is responsible for obtaining
      such legal and tax advice as it considers appropriate in connection with
      the execution, delivery and performance of this Subscription Agreement and
      the transactions contemplated under this Subscription Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
|
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (k) The Subscriber has such knowledge in
      financial and business affairs as to be capable of evaluating the merits
      and risks of an investment in the Common Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (l) The funds representing the Aggregate
      Subscription Price which will be advanced by the Subscriber to the Underwriter
      hereunder will not represent proceeds of crime for the purposes of the Proceeds
      of Crime (Money Laundering) and Terrorist Financing Act(Canada) (the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
|

---

14

| | PCMLTFA) and the Subscriber
      acknowledges that the Corporation may in the future be required by law to
      disclose the Subscribers name and other information relating to this
      Subscription Agreement and the Subscribers subscription hereunder, on a
      confidential basis, pursuant to the PCMLTFA. To the best of its knowledge
      (a) none of the subscription funds to be provided by the Subscriber (i)
      have been or will be derived from or related to any activity that is
      deemed criminal under the law of Canada, the United States, or any other
      jurisdiction, or (ii) are being tendered on behalf of a person or entity
      who has not been identified to the Subscriber, and (b) the Subscriber
      shall promptly notify the Corporation if the Subscriber discovers that any
      of such representations ceases to be true, and to provide the Corporation
      with appropriate information in connection therewith.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|
|
|
|
|

PART 7 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
COVENANTS

7.1 Survival of Representations, Warranties and Covenants of
the Corporation

The representations, warranties and covenants of the
Corporation contained in this Subscription Agreement shall survive the Closing
and the purchase of the Common Shares by the Subscriber and, notwithstanding
such Closing or any investigation made by or on behalf of the Subscriber with
respect thereto, shall continue in full force and effect for the benefit of the
Subscriber and the Underwriter (as provided herein) as if they had been made by
the Subscriber at the Closing Time and shall continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of any of the
Common Shares.

7.2 Survival of Representations, Warranties and Covenants of
the Subscriber

The representations, warranties and covenants of the Subscriber
contained in this Subscription Agreement shall survive the Closing and the
purchase of the Common Shares by the Subscriber and, notwithstanding such
Closing or any investigation made by or on behalf of the Corporation or the
Underwriter with respect thereto, shall continue in full force and effect for
the benefit of the Corporation and the Underwriter as if they had been made by
the Subscriber at the Closing Time, and shall continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of any of the
Common Shares.

PART 8- MISCELLANEOUS

8.1 Further Assurances

The Subscriber, upon the request of the Corporation, whether
before or after the Closing Time, shall do, execute, acknowledge and deliver or
cause to be done, executed, acknowledged and delivered all such further acts,
deeds, documents, assignments, transfers, conveyances, powers of attorney and
assurances as may reasonably be necessary or desirable to complete the
transactions contemplated herein.

8.2 Collection of Personal Information

The Subscriber acknowledges and consents to the fact that the
Corporation and the Underwriter are collecting the Subscribers (and any
beneficial purchaser for which the Subscriber is contracting hereunder) personal
information (as that term is defined under applicable privacy legislation,
including, without limitation, the Personal Information Protection and
Electronic Documents Act

---

15

(Canada) and any other applicable similar replacement or
supplemental provincial or federal legislation or laws in effect from time to
time) for the purpose of completing the Subscribers subscription. The
Subscriber acknowledges and consents to the Corporation and Underwriter
retaining the personal information for so long as permitted or required by
applicable law or business practices. The Subscriber further acknowledges and
consents to the fact that the Corporation or the Underwriter may be required by
Securities Laws, stock exchange rules and/or Investment Dealers Association of
Canada rules to provide regulatory authorities any personal information provided
by the Subscriber respecting itself (and any beneficial purchaser for which the
Subscriber is contracting hereunder). The Subscriber represents and warrants
that it has the authority to provide the consents and acknowledgements set out
in this paragraph on behalf of all beneficial purchasers for which the
Subscriber is contracting. In addition to the foregoing, the Subscriber agrees
and acknowledges that the Corporation or the Underwriter, as the case may be,
may use and disclose the Subscribers personal information, or that of each
beneficial purchaser for whom the Subscriber are contracting hereunder, as
follows:

| | (a) for internal use with
        respect to managing the relationships between and contractual obligations
        of the Corporation, the Underwriter and the Subscriber or any beneficial
        purchaser for whom the Subscriber is contracting hereunder;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                 
| | (b) for use and disclosure
        to the Corporations transfer agent and registrar;                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                 
| | (c) for use and disclosure
        for income tax related purposes, including without limitation, where required
        by law, disclosure to Canada Revenue Agency;                                                                                           
| |                                                                                                                                                                                                                                                                 
| | (d) disclosure to securities
        regulatory authorities (including the TSXV) and other regulatory bodies
        with jurisdiction with respect to reports of trade and similar regulatory
        filings;                                                 
| |                                                                                                                                                                                                                                                                 
| | (e) disclosure to a governmental
        or other authority (including the TSXV) to which the disclosure is required
        by court order or subpoena compelling such disclosure and where there
        is no reasonable alternative to such disclosure;     
| |                                                                                                                                                                                                                                                                 
| | (f) disclosure to professional
        advisers of the Corporation or the Underwriter in connection with the
        performance of their professional services;                                                                                                
| |                                                                                                                                                                                                                                                                 
| | (g) disclosure to any person
        where such disclosure is necessary for legitimate business reasons and
        is made with the Subscribers prior written consent;                                                                                        
| |                                                                                                                                                                                                                                                                 
| | (h) disclosure to a court
        determining the rights of the parties under this Subscription Agreement;
        or                                                                                                                                           
| |                                                                                                                                                                                                                                                                 
| | (i) for use and disclosure
        as otherwise required or permitted by law.                                                                                                                                                                                   

The Subscriber further acknowledges and agrees that the TSXV
collects personal information in forms submitted by the Corporation, which will
include personal information regarding the Subscriber. The Subscriber agrees
that the TSXV may use this information in the manner provided for in Appendix
6(a) to the TSXV Corporate Finance Policy Manual, a copy of which is attached as
Schedule F to this Subscription Agreement.

---

16

8.3 Notices

| | (a) Any notice, direction
        or other instrument required or permitted to be given to any party hereto
        shall be in writing and shall be sufficiently given if delivered personally,
        or transmitted by facsimile tested prior to transmission to such party,
        as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|

| |  | (i) in the case of the Corporation,
  to:
| |  | -----------------------------------------

| | TAG Oil Ltd.                   |                                      
| | ------------------------------ | -------------------------------------
| | Suite 400, 534  17thAvenue SW
| | Calgary, Alberta T2S 0B1      
| |                                |                                      
| | Attention:                     | Drew Cadenhead                       
| |                                | President and Chief Executive Officer
| | Fax:                           | (403) 770-1935                       

| | with a copy to :
| | ----------------

| | Lang Michener LLP          
| | ---------------------------
| | 1500 Royal Centre,         
| | P.O. Box 11117             
| | 1055 West Georgia Street   
| | Vancouver, British Columbia
| | V6E 4N7                    
| |                            
| | Attention:                 
| | Fax:                       

| | (ii) in the case of the Subscriber, at
      the address specified on the face page hereof, with a copy to the Underwriter
      at:
| | ------------------------------------------------------------------------------------------------------------------------------------
|

| | Canaccord Capital Corporation 
| | ------------------------------
| | Suite 2200  450 1st Street SW
| | Calgary, Alberta T2P 5P8      
| |                               
| | Attention:                    
| | Fax:                          

| | with a copy to :
| | ----------------

| | Bennett Jones LLP           
| | ----------------------------
| | 855 2ndStreet SW, Suite 4500
| | Calgary, Alberta            
| | T2P 4K7                     
| |                             
| | Attention:                  
| | Fax:                        

| | (b) Any such notice,
        direction or other instrument, if delivered personally, shall be deemed
        to have been given and received on the day on which it was delivered,
        provided that if such day is not a Business Day then the notice, direction
        or other instrument shall be deemed to have been
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|

---

17

| | given and received
        on the first Business Day next following such day and if transmitted by
        fax, shall be deemed to have been given and received on the day of its
        transmission, provided that if such day is not a Business Day or if it
        is transmitted or received after the end of normal business hours then
        the notice, direction or other instrument shall be deemed to have been
        given and received on the first Business Day next following the day of
        such transmission.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) A party hereto
        may change its address for service from time to time by notice given to
        the other party hereto in accordance with the foregoing provisions.                                                                                                                                                                                                                                                                                                                                                          
|

8.4 Time of the Essence

Time shall be of the essence of this Subscription Agreement and
every part hereof.

8.5 Costs and Expenses

All costs and expenses (including, without limitation, the fees
and disbursements of legal counsel) incurred in connection with this
Subscription Agreement and the transactions herein contemplated shall be paid
and borne by the party incurring such costs and expenses.

8.6 Applicable Law

This Subscription Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the Province of British Columbia and the laws of Canada applicable therein. Any
and all disputes arising under this Subscription Agreement, whether as to
interpretation, performance or otherwise, shall be subject to the non-exclusive
jurisdiction of the courts of the Province of British Columbia and each of the
parties hereto hereby irrevocably attorns to the jurisdiction of the courts of
such Province.

8.7 Entire Agreement

This Subscription Agreement, including the Schedules hereto,
constitutes the entire agreement between the parties with respect to the
transactions contemplated herein and cancels and supersedes any prior
understandings, agreements, negotiations and discussions between the parties.
There are no representations, warranties, terms, conditions, undertakings or
collateral agreements or understandings, express or implied, between the parties
hereto other than those expressly set forth in this Subscription Agreement or in
any such agreement, certificate, affidavit, statutory declaration or other
document as aforesaid.

8.8 Amendment

This Subscription Agreement may not be amended or modified in
any respect except by written instrument executed by each of the parties
hereto.

8.9 Counterparts

This Subscription Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same Subscription Agreement. Counterparts
may be delivered either in original or faxed form and the parties adopt any
signature received by a receiving fax machine as original signatures of the
parties.

---

18

8.10 Assignment

This Subscription Agreement may not be assigned by either party
except with the prior written consent of the other party hereto.

8.11 Severability

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

8.12 Enurement

This Subscription Agreement shall enure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
successors (including any successor by reason of the amalgamation or merger of
any party), administrators and permitted assigns.

8.13 Language

Each of the Corporation and the Subscriber hereby acknowledges
that it has consented and requested that all documents evidencing or relating in
any way to the Common Shares and this Subscription Agreement be drawn up in the
English language only. La Société et le souscripteur reconnaissent par les
présentes avoir consenti et demandé que tous les documents faisant foi ou se
rapportant de quelque manière aux bons spéciaux et à la présente convention de
souscription soient rédigés en anglais seulement.

The Corporation hereby accepts the subscription for Common Shares
  as set forth on the face page of this Subscription Agreement on the terms and
  conditions contained in this Subscription Agreement (including all applicable
  schedules) this _______________________ day of September, 2005.

| | TAG OIL LTD.                                             
| | ---------------------------------------------------------
| |                                                          
| |                                                          
| | Per:
      ______________________________________________
| | Authorized Signing Officer                               

---

SCHEDULE A

TAG OIL LTD.

Terms of Issue

|Issue:                                 | 9,230,800 Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Issue Price:                           | $1.30 per Common Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Amount of Issue:                       | $12,000,040                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Over-Allotment:                        | In addition, Canaccord Capital will have an option
      to purchase an additional 2,307,700 Common Shares at a price of $1.30 per
      Common Share for additional proceeds of $3,000,010, exercisable in whole
      or in part at the sole discretion of the Underwriter until 72 hours prior
      to closing. If fully subscribed, the total gross proceeds of the Offering
      would total approximately $15,000,050.                                                                              
|
|
|
|
|Non-brokered 
      private placement: | The Corporation will have the right to proceed with
      a non-brokered private placement up to a maximum of $3,000,000 on the same
      terms as the Offering. No commission will be payable to Canaccord Capital
      in respect of the non-brokered private placement.                                                                                                                                                                                                                                
|
|
|Selling 
      Jurisdictions:          | The Common Shares will be eligible for sale in Alberta,
      British Columbia, and Ontario (the "Selling Provinces") and such other provinces
      as the Corporation and Canaccord agree. The Common Shares may be offered
      or sold in the United States by way of private placement pursuant to Rule
      144A and to accredited institutional investors pursuant to Rule 506 of Regulation
      D and other eligible foreign jurisdictions pursuant to applicable registration
      exemptions.
|
|
|
|
|
|Private 
      Placement:              | The Common Shares will be sold in the Selling Provinces
      pursuant to applicable prospectus exemptions.                                                                                                                                                                                                                                                                                                                                                                                                 
|
|Use of Proceeds:                       | Exploration, drilling and seismic surveys in New Zealand as
      well as for working capital.                                                                                                                                                                                                                                                                                                                                                                                                              
|Hold Period                            | The Common Shares will be subject to a four month hold period.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Underwriter:                           | Canaccord Capital Corporation 100%                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Commission:                            | Canaccord Capital will be entitled to a commission
      of 6.0% of the total gross proceeds payable upon Closing of the Offering.
      Canaccord Capital will also be entitled to 400,000 broker warrants. Each
      broker warrant will entitle the holder to acquire one Common Share of the
      Corporation at a price of $1.30 for a period of one year from the Closing
      date.                                                                                                               
|
|
|
|
|Due Diligence:                         | Canaccord Capital will have the right to conduct
      adequate due diligence, inquiries and investigations and obtain satisfactory
      results therefrom, including satisfactory due diligence with the Corporation's
      auditors. The Corporation will use its reasonable commercial efforts to
      have its auditors and independent engineers attend any and all oral diligence
      sessions.                                                                                                  
|
|
|
|
|Closing:                               | On or about September 22, 2005, or such other date
      as mutually agreed upon by the Corporation and Canaccord.                                                                                                                                                                                                                                                                                                                                                                                          
|

---

|SCHEDULE B                      
|----------------------------------
|                                  
|CERTIFICATE OF ACCREDITED INVESTOR
|(Ontario)                         

|TO:     | TAG Oil Ltd.                 
|------- | -----------------------------
|AND TO: | Canaccord Capital Corporation

The Subscriber and any beneficial purchaser are each a resident
of or otherwise subject to the securities legislation of the Province of Ontario
and the subscriber or the disclosed beneficial purchaser, as applicable, is an
accredited investor, as such term is defined in Ontario Securities Commission
Rule 45-501  Exempt Distributions (Rule 45-501), because, at the
Closing Time, the Subscriber or the beneficial purchaser, as applicable, falls
within one or more of the following categories:

Note: Please check one or more boxes, as applicable.

| ̈ | (a) | a bank listed in Schedule I or II of
      the Bank Act(Canada), or an authorized foreign bank listed in
      Schedule III of that Act;                                                                                                                                      
|- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (b) | the Business Development Bank
      incorporated under the Business Development Bank Act (Canada);                                                                                                                                                                            
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (c) | a loan corporation or trust
      corporation registered under the Loan and Trust Corporations Act(Ontario) or under the Trust and Loan Companies Act(Canada),
      or under comparable legislation in any other jurisdiction;                                               
|
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (d) | a co-operative credit society, credit
      union central, federation of caisses populaires, credit union or league,
      or regional caisse populaire, or an association under the
      Cooperative Credit Associations Act(Canada), in each case,
      located in Canada;
|
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (e) | a company licensed to do business as an
      insurance company in any jurisdiction;                                                                                                                                                                                          
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (f) | a subsidiary of any company referred
      to in paragraph (a), (b), (c), (d) or (e), where the company owns all of
      the voting shares of the subsidiary;                                                                                                                
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (g) | a person or company registered under
      the Securities Act(Ontario) or securities legislation in another
      jurisdiction as an adviser or dealer, other than a limited market dealer;                                                                                   
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (h) | the government of Canada or of any
      province or territory of Canada, or any Crown corporation, instrumentality
      or agency of a Canadian federal, provincial or territorial government;                                                                              
|
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (i) | any Canadian municipality or any Canadian
      provincial or territorial capital city;                                                                                                                                                                                       
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (j) | any national, federal, state,
      provincial, territorial or municipal government of or in any foreign
      jurisdiction, other than Canada, or any instrumentality or agency thereof;                                                                                     
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (k) | a pension fund that is regulated by
      either the Office of the Superintendent of Financial Institutions (Canada)
      or a provincial pension commission or similar regulatory authority;                                                                                
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (l) | a registered charity under the Income Tax
      Act(Canada);                                                                                                                                                                                                                  

---

2

| ̈ | (m)  | an individual who beneficially owns,
      or who together with a spouse beneficially own, financial assets having an
      aggregate realizable value that, before taxes but net of any related
      liabilities (as defined below), exceeds $1,000,000;                                                                                           
|- | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (n)  | an individual whose net income before
      taxes exceeded $200,000 in each of the two most recent years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 in
      each of those years and who, in either case, has a reasonable expectation
      of exceeding the same net income level in the current year;
|
|
|
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (o)  | an individual who has been granted
      registration under the Securities Act(Ontario) or securities
      legislation in another province or territory of Canada as a representative
      of a person or company referred to in paragraph (g), whether or not the
      individuals registration is still in effect;                             
|
|
|
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (p)  | a promoter of the issuer or an affiliated
      entity of a promoter of the issuer;                                                                                                                                                                                                                                                                  
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (q)  | a spouse, parent, brother, sister,
      grandparent or child of an officer, director or promoter of the issuer;                                                                                                                                                                                                                                     
|
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (r)  | a person or company that, in relation
      to the issuer, is an affiliated entity or a person or company referred to
      in clause (c) of the definition of distribution in subsection 1(1) of the
      Securities Act(Ontario);                                                                                                                 
|
|
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (s)  | an issuer that is acquiring securities of its
      own issue;                                                                                                                                                                                                                                                                                       
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (t)  | a company, limited liability company,
      limited partnership, limited liability partnership, trust or estate, other
      than a mutual fund or non-redeemable investment fund, that had net assets
      of at least $5,000,000 as reflected in its most recently prepared
      financial statements;                                           
|
|
|
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (u)  | a person or company that is
      recognized by the Ontario Securities Commission as an accredited investor;                                                                                                                                                                                                                                         
|
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (v)  | a mutual fund or non-redeemable
      investment fund that, in Ontario, distributes its securities only to
      persons or companies that are accredited investors;                                                                                                                                                                                 
|
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (w)  | a mutual fund or non-redeemable
      investment fund that, in Ontario, distributes its securities under a
      prospectus for which a receipt has been granted by the Director or, if it
      has ceased distribution of its securities, has previously distributed its
      securities in this manner;                                          
|
|
|
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (x)  | a fully managed account if it is
      acquiring a security that is not a security of a mutual fund or
      non-redeemable investment fund;                                                                                                                                                                                                         
|
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (y)  | an account that is fully managed by a
      trust corporation registered under the Loan and Trust
      Corporations Act(Ontario) or under the Trust and Loan Companies
      Act(Canada), or under comparable legislation in any other
      jurisdiction;                                                                                          
|
|
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (z)  | an entity organized outside of Canada
      that is analogous to any of the entities referred to in paragraphs (a)
      through (g) and paragraph (k) in form and function; and                                                                                                                                                                     
|
|  |      |                                                                                                                                                                                                                                                                                                                                                      
| ̈ | (aa) | a person or company in respect of which all of
      the owners of interests, direct or indirect,  legal or
      beneficial, are persons or companies that are accredited investors.                                                                                                                                                                

---

3

For the purposes hereof, the following definitions are included
for convenience:

company means any corporation, incorporated
association, incorporated syndicate or other incorporated organization;

entity means a company, syndicate, partnership, trust
or unincorporated organization;

financial assets means cash, securities, or any
contract of insurance or deposit or evidence thereof that is not a security for
the purposes of the Securities Act (Ontario);

fully managed account means an investment portfolio
account of a client established in writing with a portfolio adviser who makes
investment decisions for the account and has full discretion to trade in
securities of the account without requiring the clients express consent to a
transaction;

mutual fund includes an issuer whose primary purpose
is to invest money provided by it securityholders and whose securities entitle
the holder to receive on demand, or within a specified period after demand, an
amount computed by reference to the value of a proportionate interest in the
whole or in a part of the net assets, including a separate fund or trust
account, of the issuer of the securities;

non-redeemable investment fund means an issuer:

|(a) | whose primary purpose is to invest money provided by its
      security holders;                                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                          
|(b) | that does not invest for the purpose of exercising
      effective control, seeking to exercise effective control, or being
      actively involved in the management of the issuers in which it invests,
      other than other mutual funds or non-redeemable investment funds;
    and
|    |                                                                                                                                                                                                                                                                                          
|(c) | that is not a mutual fund;                                                                                                                                                                                                                                                               

person means an individual, partnership,
unincorporated association, unincorporated syndicate, unincorporated
organization, trust, trustee, executor, administrator, or other legal
representative;

portfolio adviser means:

|(a) | a portfolio manager; or                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|(b) | a broker or investment dealer exempted from registration
      as an adviser under subsection 148(1) of the regulation made under the
      Securities Act(Ontario) if that broker or investment dealer is not
      exempt from the by-laws or regulations of The Toronto Stock Exchange or
      the Investment Dealers Association of Canada referred to in that
      subsection;

related liabilities means liabilities incurred or
assumed for the purpose of financing the acquisition or ownership of financial
assets and liabilities that are secured by financial assets; and

spouse, in relation to an individual, means another
individual to whom that individual is married, or another individual of the
opposite sex or the same sex with whom that individual is living in a conjugal
relationship outside marriage.

| | In Rule 45-501, a person or company is considered to be an affiliated
      entity of another person or company if one is a subsidiary entity of the
      other, or if both are subsidiary entities of the same person or company,
      or if each of them is controlled by the same person or company.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

4

|    | In Rule 45-501, a person or company is considered to be
      controlled by a person or company if:                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                         
|(a) | in the case of a person or company,                                                                                                                                                                                     
|    |                                                                                                                                                                                                                         
|    | (i)                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                         
|    | (ii)                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                         
|(b) | in the case of a partnership that does not have
      directors, other than a limited partnership, the second-mentioned person
      or company holds more than 50 percent of the interests in the partnership;
      or
|    |                                                                                                                                                                                                                         
|(c) | in the case of a limited partnership, the general partner
      is the second-mentioned person or company.                                                                                                              

In Rule 45-501, a person or company is considered to be a
subsidiary entity of another person or company if:

|(a) | it is controlled by,                                                                         
|--- | ---------------------------------------------------------------------------------------------
|    |                                                                                              
|    | (i)                                                                                          
|    |                                                                                              
|    | (ii)                                                                                         
|    |                                                                                              
|    | (iii)                                                                                        
|    |                                                                                              
|(b) | it is a subsidiary entity of a person or company that is
      the others subsidiary entity.

The foregoing representations indicated in this certificate are
true an accurate as of the date of this certificate and will be true and
accurate as of the Closing Time. If any such representations shall not be true
and accurate prior to the Closing Time, the undersigned shall give immediate
written notice of such fact to the Corporation.

|Dated:                                         |  | Signed:                                       
|---------------------------------------------- |  | ----------------------------------------------
|                                               |  |                                               
|                                               |  |                                               
|Witness
      (If Subscriber is an Individual) |  | Print
      the name of the Subscriber        
|                                               |  |                                               
|                                               |  |                                               
|Print Name of Witness                          |  | If Subscriber is a Corporation, print name and
|                                               |  | title of Authorized Signing Officer           

---

|SCHEDULE C                                                                  
|------------------------------------------------------------------------------
|                                                                              
|ACCREDITED INVESTOR                                                           
|(Alberta, British Columbia, Saskatchewan, Manitoba,
      Québec, Nova Scotia,
|Prince Edward Island and Newfoundland and
      Labrador)                     

|TO:     | TAG Oil Ltd.           
|------- | -----------------------
|        |                        
|AND TO: | Canaccord Capital Corp.

The Subscriber is a resident of or otherwise subject to the
securities legislation of the Province of Alberta, British Columbia,
Saskatchewan, Manitoba, Québec, Nova Scotia, Prince Edward Island and
Newfoundland and Labrador and is an accredited investor, as such term is
defined in MI 45-103, because, at the Closing Time, the Subscriber falls within
one or more of the following categories:

Note: Please check one or more boxes, as applicable.

| ̈ | (a) | a Canadian financial institution or
      an authorized foreign bank listed in Schedule III of the Bank Act(Canada);                                                                                                                                                          
|- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (b) | the Business Development Bank of
      Canada incorporated under the Business Development Bank of
      Canada Act(Canada);                                                                                                                                                   
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (c) | an association under the
      Cooperative Credit Associations Act(Canada) located in Canada;                                                                                                                                                                                 
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (d) | a subsidiary of any person or company
      referred to in paragraphs (a) to (c), if the person or company owns all of
      the voting securities of the subsidiary, except the voting securities
      required by law to be owned by directors of that subsidiary;         
|
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (e) | a person or company registered under
      the securities legislation of a jurisdiction of Canada as an adviser or
      dealer, other than a limited market dealer registered under the
      Securities Act(Ontario) or the Securities
      Act(Newfoundland and Labrador);
|
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (f) | an individual registered or formerly
      registered under the securities legislation of a jurisdiction of Canada as
      a representative of a person or company referred to in paragraph (e);                                                                             
|
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (g) | the government of Canada or a
      jurisdiction of Canada, or any Crown corporation, agency or wholly-owned
      entity of the government of Canada or a jurisdiction of Canada;                                                                                            
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (h) | a municipality, public board or commission in
      Canada;                                                                                                                                                                                                                   
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (i) | any national, federal, state,
      provincial, territorial or municipal government of or in any foreign
      jurisdiction or any agency of that government;                                                                                                                 
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (j) | a pension fund that is regulated by
      either the Office of the Superintendent of Financial Institutions (Canada)
      or a pension commission or similar regulatory authority of a jurisdiction
      of Canada;                                                         
|
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (k) | an individual who, either alone or
      with a spouse, beneficially owns, directly or indirectly, financial assets
      having an aggregate realizable value that before taxes, but net of any
      related liabilities, exceeds $1,000,000;                               
|
|
|  |     |                                                                                                                                                                                                                                                                               
| ̈ | (l) | an individual whose net income before
      taxes exceeded $200,000 in each of the two most recent years or whose net
      income before taxes combined with that of a spouse exceeded                                                                                       
|

---

|  |     | $300,000 in each of the two most
      recent years and who, in either case, reasonably expects to exceed that
      net income level in the current year;                                                                                                                                                                                                                                                                                    
|- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| ̈ | (m) | a person or company, other than a
      mutual fund or non-redeemable investment fund, that had net assets of at
      least $5,000,000 as shown on its most recently prepared financial
      statements;                                                                                                                                                                                                                                    
|
|
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| ̈ | (n) | a mutual fund or non-redeemable
      investment fund that, in the local jurisdiction, distributes its
      securities only to persons or companies that are accredited investors;                                                                                                                                                                                                                                                           
|
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| ̈ | (o) | a mutual fund or non-redeemable
      investment fund that, in the local jurisdiction, is distributing or has
      distributed its securities under one or more prospectuses for which the
      regulator has issued receipts;                                                                                                                                                                                                              
|
|
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| ̈ | (p) | a trust company or trust corporation
      registered or authorized to carry on business under the Trust and Loan
      Companies Act(Canada) or under comparable legislation in a
      jurisdiction of Canada or a foreign jurisdiction, trading as a trustee or
      agent on behalf of a fully managed account;                                                                                                                          
|
|
|
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| ̈ | (q) | a person or company trading as agent
      on behalf of a fully managed account if that person or company is
      registered or authorized to carry on business under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction as a
      portfolio manager or under an equivalent category of adviser or is exempt
      from registration as a portfolio manager or the equivalent category of
      adviser;
|
|
|
|
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| ̈ | (r) | a registered charity under the
      Income Tax Act(Canada) that, in regard to the trade, has obtained
      advice from an eligibility adviser or other adviser registered to provide
      advice on the securities being traded;                                                                                                                                                                                                           
|
|
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| ̈ | (s) | an entity organized in a foreign
      jurisdiction that is analogous to any of the entities referred to in
      paragraphs (a) through (e) and paragraph (j) in form and function; or                                                                                                                                                                                                                                                       
|
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| ̈ | (t) | a person or company in respect of
      which all of the owners of interests, direct or indirect, legal or
      beneficial, except the voting securities required by law to be owned by
      directors, are persons or companies that are accredited investors. For the
      purposes hereof, the following definitions are included for convenience:                                                                                      
|
|
|

financial assets means cash and securities;

fully managed account means an account for which a
person or company makes the investment decisions if that person or company has
full discretion to trade in securities for the account without requiring the
clients express consent to a transaction; and

related liabilities means:

| | (a) | liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets; or
| | --- | -----------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                        
| | (b) | liabilities that are secured by financial
  assets.                                                                    

---

The foregoing representations indicated in this certificate are
true an accurate as of the date of this certificate and will be true and
accurate as of the Closing Time. If any such representations shall not be true
and accurate prior to the Closing Time, the undersigned shall give immediate
written notice of such fact to the Corporation.

|Dated:                                         |  | Signed:                                       
|---------------------------------------------- |  | ----------------------------------------------
|                                               |  |                                               
|                                               |  |                                               
|Witness
      (If Subscriber is an Individual) |  | Print
      the name of the Subscriber        
|                                               |  |                                               
|                                               |  |                                               
|Print Name of Witness                          |  | If Subscriber is a Corporation, print name and
|                                               |  | title of Authorized Signing Officer           

---

|SCHEDULE D                        
|------------------------------------
|                                    
|CERTIFICATE OF AN ELIGIBLE PURCHASER

The undersigned (the Subscriber) hereby represents,
warrants and covenants to TAG Oil Ltd. (the Corporation) that the
Subscriber is subscribing for the securities of the Corporation as principal
(including, in the case of British Columbia purchasers, trust companies,
insurers or portfolio managers deemed to be acting as principals under
applicable British Columbia Securities Laws in respect of accounts fully managed
by them) or as agent for a disclosed principal and is an eligible purchaser by
virtue of satisfying one of the eligibility criteria set out below (Please check
one or more, as applicable).

Minimum Purchase Price Exemption:

| ̈ | (a) | The aggregate acquisition cost (each of the below amounts
      being the Minimum Purchase Price in the Province) to the
      Subscriber, and if applicable to each beneficial person for whom it is
      acting, for the securities,
|- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |     | (i)                                                                                                                                                                                                                                      
|  |     | (ii)                                                                                                                                                                                                                                     
|  |     | (iii)                                                                                                                                                                                                                                    
|  |     |                                                                                                                                                                                                                                          
|  |     | and                                                                                                                                                                                                                                      
|  |     |                                                                                                                                                                                                                                          
|  |     | (A)                                                                                                                                                                                                                                      
|  |     | (B)                                                                                                                                                                                                                                      

Portfolio Manager/Managed Account Exemption:

| ̈ | (b) | If the Subscriber is acting as trustee, agent or adviser
      purchasing for fully managed accounts that are resident in or otherwise
      subject to the Securities Laws of the Province of:
|- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |     | (i)                                                                                                                                                                                            

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| |  |      | (Québec) or a dealer or adviser registered in conformity
      with section 148 of the Securities Act(Québec) and is purchasing
      the securities for the portfolio of a third person managed solely by the
      Subscriber; or                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | (ii) | British Columbia and box (a) above has been checked, then
      the Subscriber is a trust company authorized under the Financial
      Institutions Act(British Columbia) to carry on trust business,
      deposit business or both or an insurance company authorized to carry on
      insurance business under the Financial Institutions Act(British
      Columbia) purchasing as agent or trustee or a portfolio manager (an
      adviser who manages the investment portfolio of clients through
      discretionary authority granted by one or more clients) under the
      Securities Act(British Columbia) purchasing as an
  agent.

Exempt Purchaser Designation:

| ̈ | (c) | The purchaser, or in the case of an agent acting for a
      disclosed principal such disclosed principal, is not an individual and is
      designated as an exempt purchaser in an order made by the British Columbia
      Securities Commission, and if subject to the securities laws of a
      jurisdiction other than British Columbia, such purchaser, or in the case
      of an agent acting for a disclosed principal, such agent is not an
      individual and is designated as an exempt or sophisticated purchaser by
      the applicable securities commission in the local jurisdiction of such
      purchaser or such disclosed principal.
|- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other Eligible Purchaser Exemptions:

| ̈ | (d) | A bank or an authorized foreign bank listed in Schedule
        I, II or III to the Bank Act(Canada);                                                                                                                                                                                                                                                                                                                                                            
|- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| ̈ | (e) | The Business Development Bank of Canada continued under
        the Business Development Bank Act(Canada) (other than for a purchaser
        in the Province of Québec);                                                                                                                                                                                                                                                                                        
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| ̈ | (f) | A subsidiary of one of the entities referred to in paragraphs
        (d), or (e), above where the bank, or the Business Development Bank of
        Canada, as the case may be, beneficially owns all of the voting securities
        of that subsidiary (other than for a purchaser in the Province of Québec
        or Manitoba);                                                                                                                           
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| ̈ | (g) | The Government of Canada or the government of any province
        or territory of Canada;                                                                                                                                                                                                                                                                                                                                                                       
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| ̈ | (h) | For a purchaser resident in or otherwise subject to
        the Securities Laws in the Province of Québec, a public agency or
        body established pursuant to an Act of the Government of Canada or of
        the government of a Canadian province;                                                                                                                                                                                                       
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| ̈ | (i) | If the purchaser, or any person for whom it is acting
        is a resident of or is otherwise subject to the Securities Laws in the
        province of Quebec, a pension fund with assets of over $100,000,000 and
        governed by the Supplemental Pension Plans Act(Québec) or
        the Pension Benefits Standards Act, 1985(Canada); or                                                                                                              
|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| ̈ | (j) | If the purchaser, or any person for whom it is acting
        is a resident of or is otherwise subject to the Securities Laws in the
        province of Quebec, a company all of the voting securities of which belong
        to the Gouvernement du Québec or its departments or agencies that
        are mandataries of the State, to the Government of Canada or the government
        of a Canadian province, or to one of their departments or agencies.

---

The foregoing representations indicated in this certificate are
  true an accurate as of the date of this certificate and will be true and accurate
  as of the Closing Time. If any such representations shall not be true and accurate
  prior to the Closing Time, the undersigned shall give immediate written notice
  of such fact to the Corporation.

|Dated:                                   |  | Signed:                                       
|---------------------------------------- |  | ----------------------------------------------
|                                         |  |                                               
|                                         |  |                                               
|Witness (If Subscriber is an Individual) |  | Print
      the name of the Subscriber        
|                                         |  |                                               
|                                         |  |                                               
|Print Name of Witness                    |  | If Subscriber is a Corporation, print name and
|                                         |  | title of Authorized Signing Officer           

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|SCHEDULE E                      
|----------------------------------
|                                  
|FORM 4C                           
|CORPORATE PLACEE REGISTRATION FORM

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

|1. | Placee Information:                                                         
|-- | ----------------------------------------------------------------------------
|   |                                                                             
|   | (a)                                                                         
|   |                                                                             
|   | (b)                                                                         
|   |                                                                             
|   | (c)                                                                         
|   |                                                                             
|2. | (a)                                                                         
|   |                                                                             
|   | (b)                                                                         
|   |                                                                             
|3. | If the answer to 2(b) above was Yes,
      the undersigned certifies that:
|   |                                                                             
|   | (a)                                                                         
|
|
|
|   |                                                                             
|   | (b)                                                                         
|
|
|
|   |                                                                             
|   | (c)                                                                         
|
|   |                                                                             
|   | (d)                                                                         
|
|   |                                                                             
|   | (e)                                                                         
|
|

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

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

Name
    City
    Province or State
    Country


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

Acknowledgement - Personal Information

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

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

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

|Dated at _____________________________ | on ____________________________
|-------------------------------------- | -------------------------------

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

THIS IS NOT A PUBLIC DOCUMENT



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

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SCHEDULE F

ACKNOWLEDGEMENT  PERSONAL INFORMATION

TSX Venture Exchange Inc. and its affiliates, authorized
agents, subsidiaries and divisions, including the TSX Venture Exchange
(collectively referred to as the Exchange) collect Personal Information in
certain Forms that are submitted by the individual and/or by an Issuer or
Applicant and use it for the following purposes:

- to conduct background checks,
- to verify the Personal Information that has been provided about each
  individual,
- to consider the suitability of the individual to act as an officer,
  director, insider, promoter, investor relations provider or, as applicable, an
  employee or consultant, of the Issuer or Applicant,
- to consider the eligibility of the Issuer or Applicant to list on the
  Exchange,
- to provide disclosure to market participants as to the security holdings
  of directors, officers, other insiders and promoters of the Issuer, or its
  associates or affiliates,
- to conduct enforcement proceedings, and
- to perform other investigations as required by and to ensure compliance
  with all applicable rules, policies, rulings and regulations of the Exchange,
  securities legislation and other legal and regulatory requirements governing
  the conduct and protection of the public markets in Canada.

As part of this process, the Exchange also collects additional
Personal Information from other sources, including but not limited to,
securities regulatory authorities in Canada or elsewhere, investigative, law
enforcement or self-regulatory organizations, regulations services providers and
each of their subsidiaries, affiliates, regulators and authorized agents, to
ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be
disclosed:

|(a) | to the agencies and organizations in the preceding
      paragraph, or as otherwise permitted or required by law, and they may use
      it in their own investigations for the purposes described above;
  and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                
|(b) | on the Exchanges website or through printed materials
      published by or pursuant to the directions of the
  Exchange.                                                                                     

The Exchange may from time to time use third parties to process
information and/or provide other administrative services. In this regard, the
Exchange may share the information with such third party service providers.

|APPENDIX 6AACKNOWLEDGEMENT  PERSONAL INFORMATION | Page1
|------------------------------------------------- | -----
|(as at March 11, 2004)                            |      

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