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 December 5, 2006
| Item 3. | News Release |
December 5, 2006, Vancouver, B.C.
| Item 4. | Summary of Material Change |
Trans-Orient Announces Planned Financing
Trans-Orient Petroleum Ltd., (OTCBB: TOPLF) announced today that the Company has reached agreements in principle with a group of accredited investors outside of the United States to privately place approximately 6 million equity units of the Company at a price of US$1.00 per unit.
| Item 5. | Full Description of Material Change |
Vancouver, BC, December 5, 2006 –Trans-Orient Petroleum Ltd., (OTCBB: TOPLF) announced today that the Company has reached agreements in principle with a group of accredited investors outside of the United States to privately place approximately 6 million equity units of the Company at a price of US$1.00 per unit. Completion of the financing is subject to execution of definitive agreements and is targeted to close before year-end.
Each unit consists of one common share and a half-warrant, with each full warrant entitling the holder to purchase an additional common share of the Company at a price of US$1.35 for a period of eighteen months from the date of closing, subject to certain accelerated expiry provisions. The shares in the units and any shares issued on exercise of the warrants will not be registered under the United States Securities Act and will be subject to resale restrictions in Canada and under applicable US law. No commissions or finders’ fees are payable on the placement.
Forward Looking Statements:
This release includes certain statements that may be deemed to be "forward-looking statements" within the meaning of applicable legislation. Other than
2
statements of historical fact, all statements in this release are forward-looking statements, including statements that relate to proposed financings. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future events or performance, and actual results or developments may differ materially from those in the forward-looking statements, due to risk factors such as continued availability of capital and financing, and general economic, market, political or business conditions. For a discussion of the risks that affect our business see our EDGAR filings atwww.sec.gov.
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 |
| December 5, 2006 | |
| “Peter Loretto” | |
| ____________________________ | |
| Peter Loretto, President/Chief Executive Officer | |
| Place of Declaration: Vancouver, British Columbia |
