FORM 51-102F3
Securities Act
MATERIAL CHANGE REPORT
UNDER SECTION 7.1 (1) OF NATIONAL INSTRUMENT 51-102
| Item 1. | Name and Address of Company |
| Trans-Orient Petroleum Ltd. (the “Company”) |
| 999 Canada Place |
| World Trade Center, Suite 404 |
| Vancouver, B.C. V6C 3E2 |
| Item 2. | Date of Material Change |
December 16, 2009
| Item 3. | News Release |
A news release announcing the material change referred to in this report was issued on December 16, 2009 via Canada Newswire.
| Item 4. | Summary of Material Change |
On December 16, 2009, Trans-Orient Petroleum Ltd. advises that it has completed its previously announced plan of arrangement with TAG Oil Ltd.
| Item 5. | Full Description of Material Change |
December 16, 2009, Trans-Orient Petroleum Ltd. (TSX-V: TOZ and OTCBB: TOPLF) advises that it has completed its previously announced plan of arrangement with TAG Oil Ltd. (TSX-V: TAO). Trans-Orient Petroleum Ltd. its subsidiaries, including Orient Petroleum (NZ) Limited and Eastern Petroleum (NZ) Limited, are now 100% controlled subsidiaries of TAG Oil Ltd.
TAG Oil has issued 13,069,723 of its common shares to Trans-Orient shareholders on the basis of 1 common share of TAG for every 2.8 common shares held of Trans-Orient. At completion, TAG has 29,879,445 common shares outstanding.
As a result of the acquisition, trading in Trans-Orient shares on the TSX Venture Exchange (“TSX-V”) will be halted on December 16, 2009 and will no longer be listed on the TSX-V effective the close of markets on December 17, 2009. Trans-Orient will thereafter make application to cease reporting in Canada and the United States. As of the date of this release, Trans-Orient has filed a Form 15 and TAG Oil has filed a Form 15F with the U.S. Securities and Exchange Commission (the "SEC"). As a result of these filings, TAG Oil’s reporting obligations with the SEC as a successor registrant will immediately be suspended and Trans-Orient's common shares will no longer be quoted in the United States on the Over-the-Counter Bulletin Board.
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| Item 5.2 | Disclosure for Restructuring Transactions |
N/A
| Item 6. | Reliance on subsection 7.1(2) of National Instrument 51-102 |
N/A
| Item 7. | Omitted Information |
N/A
| Item 8. | Executive Officer |
For further information, please contact Garth Johnson, President and CEO, at (604) 682-6496.
| Item 9. | Date of Report |
December 16, 2009
