This is the form of material change report required under section 85(1) of the Securities Act.
FORM 51-102F3
Securities Act
MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT
| Item 1. | Name and Address of Company |
| | |
| | Trans-Orient Petroleum Ltd. |
| | 999 Canada Place |
| | World Trade Center, Suite 404 |
| | Vancouver, B.C. V6C 3E2 |
| | |
| Item 2. | Date of Material Change |
| | |
| | On or about August 30, 2006 |
| | |
| Item 3. | News Release |
| | |
| | August 30, 2006, Vancouver, B.C. |
| | |
| Item 4. | Summary of Material Change |
| | |
Trans-Orient Completes Equity Financing
Trans-Orient Petroleum Ltd., (OTCBB: TOPLF) has completed a private placement financing for 12,972,142 equity units of the Company at a purchase price of US$0.35 per unit, for proceeds of US$4,540,250.
| Item 5. | Full Description of Material Change |
Vancouver, BC, August 30, 2006 – Canadian-based oil and gas explorer, Trans-Orient Petroleum Ltd., (OTCBB: TOPLF) has completed a private placement financing for 12,972,142 equity units of the Company at a purchase price of US$0.35 per unit, for proceeds of US$4,540,250. The Company plans to allocate this capital towards re-establishing direct operations in New Zealand and Southeast Asia.
Each unit consists of one common share and one warrant to purchase an additional common share at a price of US$0.70 per share for two years from the closing date. The units were placed with accredited investors and reliance on Regulation S to the 1933 Securities Act. All shares issued, including the exercise of the warrants, will be subject to a four-month resale restricted period in Canada, and restricted in the US in accordance with Rule 144. At the Company’s option, and after the applicable resale restricted period has expired, the warrants’ expiry date can be accelerated on 30 days notice should the Company’s shares trade at or higher than US$1.25 for ten consecutive trading days. No fees or material expenses were incurred in connection with the placement.
As at August 30, 2006 the Company has 30,590,225 shares issued and outstanding.
2
Contact:
Dan Brown 604-682-6496
dbrown@iremco.com
www.transorient.com
| Item 6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
| | |
| | N/A |
| | |
| Item 7. | Omitted Information |
| | |
| | None |
| | |
| Item 8. | Executive Officer |
| | |
| | Peter Loretto, President and Chief Executive Officer |
| | (604) 682-6496 |
| | |
| Item 9. | Date of Report |
| | |
| | August 30, 2006 |
| | |
| | “Peter Loretto” | |
| | Peter Loretto, President/Chief Executive Officer |
| | |
| | Place of Declaration: Vancouver, British Columbia |
