---

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 (U.S. Subscription Agreement)

|TO:     | TAG OIL LTD.                                                      
|------- | ------------------------------------------------------------------
|        |                                                                   
|AND TO: | CANACCORD CAPITAL CORPORATION (the
      Underwriter)           
|        |                                                                   
|AND TO: | CANACCORD CAPITAL CORPORATION (USA), INC.
      (the U.S. Agent)

The undersigned (the Subscriber) hereby irrevocably
subscribes for and agrees to purchase through the U.S. Agent 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, the U.S. Agent 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
        U.S. Accredited Investor Certificate in the form attached to this Subscription
        Agreement as Schedule B, and                                                          
| |    |                                                                                                                                                                                                                                           
| | 4. | if applicable, a properly completed and duly executed
        TSXV Form 4C Corporate Placee Registration Form in the form attached to
        this Subscription Agreement as Schedule D.                                                

Please deliver your subscription to:

Canaccord Capital Corporation (USA), Inc. 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

|_____________________________________________                                       |  | Number
      of Common
      Shares:  **x $1.30**                                
|----------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------
|(Name of Subscriber)                                                                |  |                                                                                  
|                                                                                    |  | =                                                                                
|                                                                                    |  | Aggregate Subscription Price: _____________________                              
|By:
      __________________________________________                                |  |                                                                                  
|Authorized Signature                                                                |  |                                                                                  
|_____________________________________________                                       |  | If
      the Subscriber is signing as agent for a principal                      
|(Official Capacity or Title  if the Subscriber is not an                           |  | (beneficial purchaser) complete the following:                                   
|individual)                                                                         |  | _____________________________________________                                    
|_____________________________________________                                       |  | (Name
      of Principal)                                                        
|(Name of individual whose signature appears above if
      different                |  |                                                                                  
|than
      the name of the subscriber printed above.)                               |  | _____________________________________________                                    
|_____________________________________________                                       |  | (Principals Address)                                                            
|(Subscribers Address, including Province)                                          |  |                                                                                  
|_____________________________________________                                       |  | _____________________________________________                                    
|_____________________________________________                                       |  | (Telephone
      Number)                                
         (Email Address)
|(Telephone
      Number)                                     
      (Email Address) |  |                                                                                  
|Account Registration Information:                                                   |  | Delivery Instructions as set forth below:                                        
|_____________________________________________                                       |  | [ ]   Same as Subscribers address, or                                           
|(Name)                                                                              |  |                                                                                  
|_____________________________________________                                       |  | _____________________________________________                                    
|(Account Reference, if applicable)                                                  |  | (Name)                                                                           
|_____________________________________________                                       |  | _____________________________________________                                    
|(Address, including Postal Code)                                                    |  | (Account Reference, if applicable)                                               
|                                                                                    |  | _____________________________________________                                    
|                                                                                    |  | (Address)                                                                        
|                                                                                    |  | _____________________________________________                                    
|                                                                                    |  | (Contact
      Name)                         
      (Telephone Number)           

---

3

OTHER INFORMATION TO BE COMPLETED BY EACH SUBSCRIBER

|A.   |  | Corporate Placee
        or Investment Portfolio Manager Registration Form(Schedule D)
        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 Corporation 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 exercise 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 Corporation as defined in the Securities Act(British Columbia),
        namely:                                                                                                                                                                                                                                                                                                                                          
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |  | (a) a director or senior officer
        of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                            
|     |  | (b) a director or senior officer
        of a person that is itself an insider or subsidiary of the Corporation;                                                                                                                                                                                                                                                                                                                                        
|     |  | (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 Corporation carrying more than 10%
        of the voting rights attached to all the Corporation’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 Corporation 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]:                                                                                                                                                                                                                                                                                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|____ |  | is NOTa Member of
        the Pro Group as defined in the Rules of the TSXV; or                                                                                                                                                                                                                                                                                                                                                                       

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4

|____ |  | is a Member of the Pro Group
        as defined in the Rules of the TSXV, namely:                                                                                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                     
|     |  | 1.         
        Subject to subparagraphs (2), (3) and (4), Pro Group includes,
        either individually or as a group:                                                                                                                     
|     |  |                                                                                                                                                                                                                                                     
|     |  | (a) the member (i.e. a member of the TSXV
        under its requirements);                                                                                                                                                                          
|     |  | (b) employees of the member;                                                                                                                                                                                                                        
|     |  | (c) partners, officers and directors of
        the member;                                                                                                                                                                                         
|     |  | (d) affiliates of the member; and                                                                                                                                                                                                                   
|     |  | (e) associates of any parties referred
        to in subparagraphs (a) through (d).                                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                                     
|     |  | 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:                                 
|     |  |                                                                                                                                                                                                                                                     
|     |  | (a) the person is an affiliate or associate
        of the member acting at arms length to the member;                                                                                                                                             
|     |  | (b) the associate or affiliate has a separate
        corporate and reporting structure;                                                                                                                                                            
|     |  | (c) there are sufficient controls on information
        flowing between the member and the associate or affiliate; and                                                                                                                             
|     |  | (d) the member maintains a list of such
        excluded persons.                                                                                                                                                                                   

---

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:

Accredited Investor means an accredited investor as
defined in Rule 501(a) of Regulation D under the U.S. Securities Act.

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.

Directed Selling Efforts means directed selling
efforts as that term in defined in Regulation S adopted pursuant to the U.S.
Securities Act. Without limiting the foregoing, but for greater clarity, it
includes, subject to the exclusions from the definition of directed selling
efforts contained in Regulation S, any activity undertaken for the purpose of,
or that could reasonably be expected to have the effect of, conditioning the
market in the United States for the Common Shares, and includes the placement of
any advertisement in a publication with a general circulation in the United
States that refers to the offering of the Common Shares.

Foreign Private Issuer shall have the meaning ascribed
to the term foreign private issuer as defined in Rule 405 of Regulation C
under the U.S. Securities Act.

Institutional Accredited Investor means an Accredited
Investor that meets the criteria set forth in Rule 501(a)(1), (2), (3) and (7)
of Regulation D under the U.S. Securities Act.

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

---

6

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 the United States and each of
the states of the United States, and each of the provinces and territories of
Canada, the applicable policy statements issued by the securities regulators in
the United States and each of the states of the United States and 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.

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

Substantial U.S. Market Interest means substantial
U.S. market interest as that term is defined in Regulation S adopted pursuant
to the U.S. Securities Act.

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. Agent means Canaccord Capital Corporation (USA),
Inc.

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.

---

7

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 | U.S. Accredited Investor Certificate      
|Schedule C | Form of Declaration for Removal of Legend 
|Schedule D | Form 4C Corporate Placee Registration Form
|Schedule E | Acknowledgment  Personal Information     

PART 3 - SUBSCRIPTION AND DESCRIPTION OF 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 sole 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
U.S. Agent 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.

---

8

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 and the U.S. Agent 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 U.S. Agent, the Corporation and the Subscriber will
have no further obligations under this Subscription Agreement.

4.2                    
Authorization of the Underwriter and the U.S. Agent

The Subscriber irrevocably authorizes the Underwriter and the U.S. Agent in
  their 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.

---

9

PART 5 - REPRESENTATIONS AND WARRANTIES OF THE
CORPORATION

5.1                    
  Representations and Warranties of the Corporation

(a)          
  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 and the U.S. Agent
  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 and the Subscription Agreement.

(b)          
  The Corporation is a Foreign Private Issuer with Substantial U.S. Market Interest
  in the Common Shares.

(c)          
  No form of general solicitation or general advertising (including advertisements,
  articles, notices or other communications published in any newspaper, magazine
  or similar media or broadcast over radio or television or any seminar or meeting
  whose attendees had been invited by general solicitation or general advertising)
  was used by the Corporation or, to the best of its knowledge, any other person
  acting on behalf of the Corporation, in respect of or in connection with the
  offer and sale of the Common Shares in the United States or elsewhere or to
  citizens or residents of the United States or elsewhere. Neither the Corporation
  nor any person authorized to act on its behalf has sold or offered for sale
  any Common Shares, or solicited any offers to buy any Common Shares thereby
  so as to cause the issuance or sale of any of the Common Shares to be in violation
  of Section 5 of the U.S. Securities Act, Canadian or other securities laws.
  The transactions contemplated hereby, and conducted by the Underwriter and the
  U.S. Agent in accordance with the terms and conditions of the Underwriting Agreement,
  are exempt from the registration requirements of the U.S. Securities Act and
  all other applicable securities laws, including Canadian securities laws, such
  exemptions being based in part on the representations, warranties, statements,
  and agreements contained herein and those of other subscribers contained in
  similar agreements. None of the Corporation, its subsidiaries or any persons
  acting on its or their behalf has engaged or will engage in any Directed Selling
  Efforts.

(d)          
  The Corporation is not an open-end investment company, closed-end investment
  company, unit investment or face-amount certificate company that is or is required
  to be registered under Section 8 of the United States Investment Company
  Act of 1940, as amended.

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, and covenants with,
  the Corporation, the U.S. Agent and the Underwriter (and acknowledges that the
  Corporation, the U.S. Agent and the Underwriter and their respective counsel
  are relying thereon) as follows:

(a)          
  The Subscriber is an Accredited Investor (other than an Institutional Accredited
  Investor) acquiring the Common Shares for its own account or an Institutional
  Accredited Investor acquiring the Common Shares for its own account or for the
  account of another Accredited

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10

Investor over which the Subscriber exercises
  sole investment discretion and as to which the Subscriber has the authority
  to make the statements set forth in this Subscription Agreement, in each case
  not with a view to, or for offer or sale in connection with, any resale, distribution
  or other disposition of the Common Shares in any transaction that would be in
  violation of the U.S. Securities Act or applicable state securities laws.

(b)          
  The Common Shares have not been and will not be registered under the U.S. Securities
  Act or any applicable state securities laws, and the offer and sale of the Common
  Shares to the Subscriber is being made in reliance on the exemption from registration
  provided by section 4(2) of the U.S. Securities Act and by Rule 506 of Regulation
  D promulgated under the U.S. Securities Act, and exemptions from registration
  under applicable state securities laws.

(c)          
  The Subscriber has properly completed, executed and delivered to the Corporation
  a U.S. Accredited Investor Certificate in the form set forth in Schedule B
  and the information contained therein is true and correct.

(d)          
  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 that the Common Shares may not be offered or sold, directly or indirectly,
  in the United States 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.

(e)          
  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.

(f)          
  If the Subscriber is not subscribing for the Common Shares 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.

(g)          
  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.

(h)          
  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.

---

11

(i)          
  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 carry out and
  perform its obligations under the terms of this Subscription Agreement and has
  obtained all necessary approvals in respect thereof; or

(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 and to observe and perform its covenants and obligations hereunder
  and has obtained all necessary approvals in respect thereof.

(j)          
  Other than the Underwriter and the U.S. Agent, 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, the Underwriter and the U.S. Agent with respect
  thereto and with respect to all costs reasonably incurred in the defence thereof.

(k)          
  The Subscriber is not, with respect to the Corporation or any of its affiliates,
  a Control Person.

(l)          
  If required by applicable securities legislation, policy, order 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.

(m)          
  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 state in which the Subscriber was offered, and agreed
  to purchase, the Common Shares, the U.S. Securities Act and the rules and regulations
  thereunder, 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.

(n)          
  The Subscriber has not received or been provided with 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,
  the Term Sheet attached hereto as Schedule A 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).

---

12

(o)          
  The Subscriber is not purchasing the Common Shares with knowledge of material
  information concerning the Corporation, which has not been generally disclosed.

(p)          
  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

(iii)         as
  to the future price or value of the Common Shares.

(q)          
  The Subscriber was not solicited through, and did not subscribe for or purchase
  the Common Shares as a result of, any general solicitation or general advertising
  (as those terms are used in Regulation D in the U.S. Securities Act), including
  advertisements, articles, notices or other communications published in any newspaper,
  magazine, or any press release.

(r)          
  The Subscriber consents to the Corporation making a notation on its records
  or giving instructions to the registrar and transfer agent of the Corporation
  in order to implement the restrictions on transfer set forth and described herein.

(s)          
  The address at which the Subscriber received and accepted the offer to purchase
  the Common Shares is the address listed on the signature page of the Subscription
  Agreement.

(t)          
  There are risks associated with the purchase of and investment in the Common
  Shares and the Subscriber, and any 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 the loss of its entire investment
  in the Common Shares.

(u)          
  The Subscriber has not been formed solely for the purpose of entering into the
  transactions described herein.

(v)          
  The Subscriber has not and does not presently intend to enter into any contract,
  undertaking, agreement or arrangement with any person or entity to sell, transfer
  or pledge 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 any beneficial
  purchaser 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.

---

13

(b)          
  No securities commission, agency, governmental authority, regulatory body, stock
  exchange or similar regulatory authority has reviewed or passed on the merits
  of the Common Shares.

(c)          
  There is no government or other insurance covering the Common Shares.

(d)          
  There are risks associated with the purchase of the Common Shares.

(e)          
  There are restrictions on the Subscribers ability to resell the Common
  Shares and it is the responsibility of the Subscriber to determine what those
  restrictions are and to comply with them before selling the Common Shares.

(f)          
  The Corporation has advised the Subscriber that the Corporation is relying on
  an exemption from the requirements to provide the Subscriber with a prospectus
  and, as a consequence of acquiring Common Shares pursuant to this exemption,
  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 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.

(g)          
  The Common Shares shall be subject to statutory resale restrictions under the
  Securities Laws of the Province of British Columbia and the State in which the
  Subscriber purchased the Common Shares, under the U.S. Securities Act and the
  rules and regulations thereunder, and any 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 it is solely responsible
  (and neither the Corporation nor the Underwriter, nor the U.S. Agent is responsible)
  for such compliance. The Corporation has no obligation or present intention
  of filing a registration statement under the U.S. Securities Act in respect
  of the Common Shares.

(h)          
  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.]

(i)          
  The Subscriber understands and acknowledges:

(i)          
  that if it decides to offer, sell or otherwise transfer any of the Common Shares,
  such securities may be offered, sold or otherwise transferred only (A) to the
  Corporation, (B) outside the United States in compliance with Rule 903 or Rule
  904 of Regulation S under the U.S. Securities Act and in compliance with applicable
  local laws and regulations, (C) in compliance with the exemption from registration
  under the U.S. Securities Act provided by Rule 144 or Rule 144A thereunder,
  if available, and in

---

14

compliance with any applicable state
  securities laws, or (D) in a transaction that otherwise does not require registration
  under the U.S. Securities Act or applicable state securities laws. The Subscriber
  acknowledges that the Corporation or its registrar and transfer agent may, if
  reasonable under the circumstances, require an opinion from counsel of recognized
  standing reasonably satisfactory to the Corporation that registration under
  the U.S. Securities Act is not required prior to transfer; and

(ii)          that
  each certificate representing the Common Shares originally issued to the Subscriber,
  as well as all certificates issued in exchange for or in substitution of the
  foregoing securities and until such time as the same is no longer required under
  applicable requirements of the U.S. Securities Act or applicable state securities
  laws, shall bear a legend to the following effect:

> The securities represented hereby have not
>           been registered under the United States Securities Act of 1933, as amended
>           (the U.S. Securities Act) or under any state securities
>           laws. The holder hereof, by purchasing such securities, agrees for the
>           benefit of the Corporation that such securities may be offered, sold
>           or otherwise transferred only (a) to the Corporation, (b) outside the
>           United States in compliance with Rule 903 or 904 of Regulation S under
>           the U.S. Securities Act, (c) in compliance with the exemption from registration
>           under the U.S. Securities Act provided by Rule 144 or Rule 144A, if
>           available, and in compliance with any applicable state securities laws,
>           or (d) in a transaction that otherwise does not require registration
>           under the U.S. Securities Act or applicable state securities laws. The
>           Corporation may require an opinion of counsel of recognized standing
>           reasonably satisfactory to it that registration under the U.S. Securities
>           Act is not required prior to transfer.

provided, that if at a time the Corporation
  is a Foreign Private Issuer any such securities are being sold in compliance
  with the requirements of Rule 904 of Regulation S under the U.S. Securities
  Act and in compliance with Canadian local laws and regulations, the legend may
  be removed by providing a declaration to the Corporation's registrar and transfer
  agent to the effect set forth in Schedule C hereto or such other
  evidence as the Corporation or its registrar and transfer agent may prescribe
  from time to time, which may include an opinion of counsel; and provided, further,
  that, if any such securities are being sold pursuant to Rule 144 of the U.S.
  Securities Act or a transaction that does not require registration under the
  U.S. Securities Act or applicable state securities laws, the legend may be removed
  by delivery to the registrar and transfer agent of the Corporation of an opinion
  of counsel, of recognized standing reasonably satisfactory to the Corporation,
  to the effect that such legend is no longer required under applicable requirements
  of the U.S. Securities Act or state securities laws.

(j)          
  The Underwriter, the U.S. Agent and/or their respective directors, officers,
  employees, agents and representatives assume no responsibility or liability
  of any nature whatsoever for the accuracy or adequacy of any 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.

(k)          
  The Corporation, the Underwriter, the U.S. Agent and their respective legal
  counsel are relying on the representations, warranties and covenants contained
  herein and in the U.S.

---

15

Accredited Investor Certificate attached
  hereto as Schedule B 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, the U.S. Agent, their
  respective legal counsel 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, the Underwriter and the U.S.
  Agent of any change in any statement or other information relating to the Subscriber
  set forth in the U.S. Accredited Investor Certificate attached hereto
  as Schedule B which takes place prior to the Closing Time.

(l)          
  The Subscriber understands and agrees that there may be material tax consequences
  to the Subscriber of an acquisition, holding, or disposition of the Common Shares.
  The Corporation, the Underwriter and the U.S. Agent give no opinion and make
  no representation with respect to the tax consequences to the Subscriber under
  the tax laws of Canada or any Province of Canada or under United States federal,
  state, or local tax law or any other tax law of the Subscribers acquisition,
  holding or disposition of such securities. In particular, no determination has
  been made whether the Corporation will be a passive foreign investment
  company (PFIC) within the meaning of Section 1291 of the United
  States Internal Revenue Code. Nothing in this Subscription Agreement (or any
  document referenced herein) is intended or written by the Corporation or any
  of its advisors to be used, and it cannot be used, by the Subscriber or other
  person for the purpose of avoiding penalties that may be imposed under U.S.
  federal income tax law. Any discussion of the impact of U.S. income tax laws
  contained in this Subscription Agreement (or any document referenced herein)
  or otherwise provided to the Subscriber has been or will be provided solely
  to support the promotion or marketing of an investment in the Corporation and
  other matters addressed in this Subscription Agreement (and any document referenced
  herein).

(m)          
  The Subscriber understands and agrees that the financial statements of the Corporation
  have been prepared in accordance with Canadian generally accepted accounting
  principles, which differ in some respects from United States generally accepted
  accounting principles, and thus may not be comparable to financial statements
  of United States companies. The Corporation is organized under the laws of British
  Columbia and the majority of its directors or officers are either citizens or
  residents of Canada. The Corporation is domiciled outside of the United States,
  and substantially all of the assets of the Corporation are located outside of
  the United States. As a result, it may be difficult for the Subscriber to effect
  service of process within the United States upon the Corporation. There is uncertainty
  as to the enforceability:

(i)          
  in an original action in Canadian courts of liabilities predicated solely upon
  United States federal securities laws; or

(ii)         
  judgments of United States courts obtained in actions predicated upon the civil
  liability provisions of United States securities laws in Canadian courts.

(n)          
  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.

(o)          
  The Corporation has provided to the Subscriber the opportunity to ask questions
  and receive answers concerning the terms and conditions of the offering and
  it has had access to such

---

16

information concerning the Corporation
  as it has considered necessary or appropriate in connection with its investment
  decision to acquire the Common Shares.

(p)          
  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 PCMLFTA) 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 PCMLFTA. 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 of America, 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, the
Underwriter and the U.S. Agent (as provided herein) as if they had been made by
the Corporation 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, the Underwriter or the
U.S. Agent with respect thereto, shall continue in full force and effect for the
benefit of the Corporation, the Underwriter and the U.S. Agent 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.

---

17

8.2                    
Collection of Personal Information

The Subscriber acknowledges and consents to the fact that the Corporation, the
  Underwriter and the U.S. Agent are collecting the Subscribers (and any
  beneficial purchasers) personal information (as that term is defined under
  applicable privacy legislation, including, without limitation, the Personal
  Information Protection and Electronic Documents Act (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, the
  Underwriter and the U.S. Agent 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, the Underwriter
  or the U.S. Agent may be required by United States or Canadian Securities Laws,
  stock exchange rules and/or Investment Dealers Association of Canada or National
  Association of Securities Dealers 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 hereunder. In addition to the foregoing,
  the Subscriber agrees and acknowledges that the Corporation, the Underwriter
  or the U.S. Agent, 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, the U.S. Agent 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, the Underwriter or the
  U.S. Agent 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. The
Subscriber further agrees that the TSXV may use this information in

---

18

the manner provided for in Appendix 6A to the TSXV Corporate
Finance Manual, a copy of which is attached as Schedule E to this Subscription
Agreement.

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  17th Avenue 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:         
  Bernie Zinkhofer 
  Fax:                    
   (604) 685-7084

(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:             Richard
  Cawkwell 
  Fax:                         (403)
  508-3866

with a copy to :

Bennett Jones LLP 
  855 2nd Street SW, Suite 4500 
  Calgary, Alberta T2P 4K7

Attention:             
  John Kousinioris 
  Fax:                        
   (403) 265-7219

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19

(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 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

---

20

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.

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 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:        
| |             

---

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.                                                                                                                                                                                                                                                                                                                                                                                            
|

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SCHEDULE BU.S. ACCREDITED INVESTOR
CERTIFICATE

This certificate is given in connection with the subscription
for Common Shares of TAG Oil Ltd. pursuant to the attached Subscription
Agreement. Unless the context otherwise requires, all capitalized terms used
herein and not otherwise defined have the meanings assigned to them in the
attached Subscription Agreement.

The Subscriber hereby represents, warrants and covenants that
the Subscriber (and any beneficial purchaser for whose account Subscriber is
purchasing the Common Shares) is an accredited investor as defined in Rule
501(a) of Regulation D by virtue of satisfying one or more of the categories
indicated below (please place the letter S on the appropriate line(s))
applicable to that Subscriber and the letters BP on the appropriate lines
applicable to a beneficial purchaser (if any):

| | _________ | Category 1. | A bank, as defined
        in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual
        or fiduciary capacity; or                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --------- | ----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |           |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | _________ | Category 2. | A savings and loan
        association or other institution as defined in Section 3(a)(5)(A) of the
        U.S. Securities Act, whether acting in its individual or fiduciary capacity;
        or                                                                                                                                                                                                                                                                                                                                                                 
|
|
| |           |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | _________ | Category 3. | A broker or dealer
        registered pursuant to Section 15 of the Securities Exchange Act of
        1934; or                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |           |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | _________ | Category 4. | An insurance company
        as defined in Section 2(13) of the U.S. Securities Act; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |           |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | _________ | Category 5. | An investment company
        registered under the Investment Issuer Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |           |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | _________ | Category 6. | A business development
        company as defined in Section 2(a)(48) of the Investment Issuer Act
        of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |           |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | _________ | Category 7. | A small business
        investment company licensed by the U.S. Small Business Administration
        under Section 301(c) or (d) of the Small Business Investment
        Act of 1958; or                                                                                                                                                                                                                                                                                                                                                                         
|
|
| |           |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | _________ | Category 8. | A plan established
        and maintained by a state, its political subdivision or any agency or
        instrumentality of a state or its political subdivisions, for the benefit
        of its employees, with assets in excess of US$5,000,000; or                                                                                                                                                                                                                                                                                                              
|
|
|
| |           |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | _________ | Category 9. | An employee benefit
        plan within the meaning of the Employee Retirement Income Security
        Act of 1974in which the investment decision is made by a plan fiduciary,
        as defined in Section 3(21) of such Act, which is either a bank, savings
        and loan association, insurance company or registered investment advisor,
        or an employee benefit plan with total assets in excess of US$5,000,000
        or, if a self-directed plan, the investment decisions are made solely
        by persons who are accredited investors; or
|
|
|
|
|
|
|

---

2

| | _________ | Category 10. | A private business
        development company as defined in Section 202(a)(22) of the Investment
        Advisors Act of 1940; or                                                                                                                                                                                                 
| | --------- | ------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |           |              |                                                                                                                                                                                                                                                                                                                                    
| | _________ | Category 11. | An organization
        described in Section 501(c)(3) of the Internal Revenue Code,
        a corporation, a Massachusetts or similar business trust, or a partnership,
        not formed for the specific purpose of acquiring the Shares, with total
        assets in excess of US$5,000,000; or                              
|
|
|
|
| |           |              |                                                                                                                                                                                                                                                                                                                                    
| | _________ | Category 12. | A director, executive
        officer or general partner of the Corporation; or                                                                                                                                                                                                                                                    
|
| |           |              |                                                                                                                                                                                                                                                                                                                                    
| | _________ | Category 13. | A natural person
        whose individual net worth, or joint net worth with that persons
        spouse, at the time of this purchase exceeds US$1,000,000; or                                                                                                                                                                   
|
|
| |           |              |                                                                                                                                                                                                                                                                                                                                    
| | _________ | Category 14. | A natural person
        who had an individual income in excess of US$200,000 in each year of the
        two most recent years or joint income with that persons spouse in
        excess of US$300,000 in each of those years and has a reasonable expectation
        of reaching the same income level in the current year; or
|
|
|
|
| |           |              |                                                                                                                                                                                                                                                                                                                                    
| | _________ | Category 15. | A trust, with total
        assets in excess of US$5,000,000, not formed for the specific purpose
        of acquiring the securities offered, whose purchase is directed by a sophisticated
        person as described in SEC Rule 506(b)(2)(ii); or                                                                             
|
|
|
| |           |              |                                                                                                                                                                                                                                                                                                                                    
| | _________ | Category 16. | An entity in which
        each of the equity owners meets the requirements of one of the above categories.                                                                                                                                                                                                                        
|

Note: Subscribers purchasing for the account of a beneficial
purchaser must qualify under one or more of the categories 1 through 11 or
category 15.



| | Date                     | 
| | ------------------------ | 
| |                          | 
| |                          | 
| |                          | 
| |                          | 
| |                          | 
| | (Print name of Investor) | 
| |                          | 
| | By:                      | 
| |                          | 
| |                          | 
| | Its::                    | 
| |                          | 

---

SCHEDULE C

FORM OF DECLARATION FOR REMOVAL OF LEGEND

|TO: | Computershare Trust Company of Canada
|--- | -------------------------------------
|    | as registrar and transfer agent      
|    | for the Common Shares of TAG Oil Ltd.
|    | Calgary, Alberta                     

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

|Dated: |  |  |                |       
|------ |  |  | -------------- | ------
|       |  |  | Name of Seller
|       |  |  |                |       
|       |  |  |                |       
|       |  |  | By:            |       
|       |  |  |                | Name: 
|       |  |  |                | Title:

|FORM
      4C          | CORPORATE PLACEE REGISTRATION FORM | Page 1
|---------------------- | ---------------------------------- | ------
|(as at March 11, 2004) |                                    |       
|1036711.5              |                                    |       

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SCHEDULE "D"

FORM 4CCORPORATE 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
      2
|---------------------- | ---------------------------------- | ------------
|(as at March 11, 2004) |                                    |             
|1036711.5              |                                    |             

---

|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
      3
|---------------------- | ---------------------------------- | ------------
|(as at March 11, 2004) |                                    |             
|1036711.5              |                                    |             

---



SCHEDULE E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)                                  |      
|1036711.5                                               |      

---