FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the period of December 21, 2004
Commission File Number: 0-17551
Trans-Orient Petroleum Ltd.
(Translation of registrant’s name into English)
Suite 1407 - 1050 Burrard Street
Vancouver B.C. Canada V6Z 2S3
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F)
(Indicate by check mark whether the registrant by furnishing the information contained in this form is
also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.)
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _______
SUBMITTED HEREWITH
| 1) | Material Change Report (BC FORM F51-102F3) dated December 21, 2004 |
| 2) | Report made pursuant to Section 111 of the British Columbia Securities Act |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Trans-Orient Petroleum Ltd. | ||
| By: | /s/ Peter Loretto | |
| Peter Loretto | ||
| President | ||
| Chief Executive Officer | ||
| Date: December 21, 2004 |
This is the form of material change report required under section 85(1) of the Securities Act.
FORM F51-102F3
Securities Act
MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT
| Item 1. | Name and Address of Company |
| Trans-Orient Petroleum Ltd. 1407-1050 Burrard Street Vancouver, B.C. V6Z 2S3 | |
| Item 2. | Date of Material Change |
| On or about December 21, 2004 | |
| Item 3. | News Release |
| December 21, 2004, Vancouver, B.C. | |
| Item 4. | Summary of Material Change |
Trans-Orient Exercises Austral Warrants Trans-Orient Petroleum Ltd., (OTCBB:TOPLF) announced today that it has exercised 382,750 Austral Pacific Energy Ltd. ("Austral") (TSX-V: APX and OTC BB: APXYF) share purchase warrants at an exercise price of NZ$2.10 per share. | |
| Item 5. | Full Description of Material Change |
Vancouver, BC, December 21, 2004 - Trans-Orient Petroleum Ltd., (OTCBB:TOPLF) announced today that it has exercised 382,750 Austral Pacific Energy Ltd. ("Austral") (TSX-V: APX and OTC BB: APXYF) share purchase warrants at an exercise price of NZ$2.10 per share. Trans-Orient now holds 1,512,940 shares or approximately 8.94% of Austral's outstanding shares. Vancouver businessman, Peter Loretto, the controlling shareholder of Trans-Orient now owns, 14.54% of Austral inclusive of his indirect holdings through Trans-Orient. Currently, Trans-Orient Petroleum Ltd. has 2,516,823 shares outstanding. Trans-Orient has acquired the shares for investment purposes. For further Information Contact: | |
| 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 | |
| Item 9. | Date of Report |
| December 21, 2004 | |
| "Peter Loretto" ______________________________ Peter Loretto, President/Chief Executive Officer Place of Declaration: Vancouver, British Columbia | |
OF THE BRITISH COLUMBIA SECURITIES ACT
Name and Address of Offeror:
Trans-Orient Petroleum Ltd., 1407-1050 Burrard Street, Vancouver, B.C. V6Z 2S3.
Name and Address of the Target Company:
Austral Pacific Energy Ltd., 284 Karori Road, PO Box 17258, Wellington, New Zealand
Number of securities of the Target Company that were acquired by the Offeror:
Trans-Orient Petroleum Ltd., acquired ownership of 382,750 common shares (equal to 2.26% of the outstanding shares of the Target Company) at a price of NZ$2.10 per share, for total consideration of NZ$803,775 through the exercise of share purchase warrants dated January 5, 2004.
Beneficial ownership of, and the control or direction over, any of the securities of the Target Company by the Offeror and all persons acting jointly or in concert with the Offeror, immediately after the acquisition:
Peter Loretto, the control person of the offeror, as a consequence beneficially owns or exercises control or direction over, 2,461,390 common shares (equal to 14.54% of the outstanding shares of the Target Company). Of the total common shares of 2,461,390 held, 1,512,940 common shares are held by Trans-Orient.
Name of the market in which the transaction took place:
Not applicable.
The purpose of the Offeror, and of all persons acting jointly or in concert with the Offeror, in making the acquisition, including any intention of the Offeror and all persons acting jointly or in concert with the Offeror, to increase the beneficial ownership of, or control or direction over, any of the securities of the Target Company:
Investment purposes. The Offeror may acquire additional securities in the market or otherwise, for investment purposes.
Names of all persons acting jointly or in concert with the Offeror in connection with the securities of the Target Company:
Peter Loretto is the controlling shareholder of Trans-Orient and accordingly, Mr. Loretto and Trans-Orient are deemed to be acting jointly or in concert.
DATED this 21st day of December, 2004.
Trans Orient Petroleum Ltd
per: "Peter Loretto"
____________________________________
Peter Loretto, President and CEO
