Preview | Agency Agreement |

Jones, Gable & Company Limited (the Agent) understands that GeoGlobal Resources Inc. (the Corporation) proposes to issue and offer for sale, by way of private placement, up to 3,252,400 units of the Corporation (the Units) at a price of U.S.$6.50 per Unit for aggregate gross proceeds of up to U.S.$21,140,600 (the Offering). Each Unit is to be comprised of one (1) share of common stock of the Corporation (each a Common Share) and one-half (1/2) of one Common Share purchase warrant (each a Warrant), each whole Warrant entitling the holder thereof to purchase one Common Share (each a Warrant Share) at an exercise price of U.S.$9.00 for a period of (the Warrant Term) two years following the Closing Date (as hereinafter defined); provided that if (i) the trading price of the Common Shares on the American Stock Exchange (AMEX) or on any other exchange or automated quotation system on which the Common Shares are listed or quoted for trading is U.S.$12.00 or more for twenty consecutive trading days, (ii) the Registration Statement (as hereinafter defined) has been declared effective by the United States Securities and Exchange Commission (the SEC), and (iii) the hold period applicable to the Underlying Shares (as hereinafter defined) pursuant to the securities laws of the local jurisdictions in Canada where purchasers of Units reside has expired (the occurrence of all such events, the Acceleration Event), then the Warrant Term shall expire at 5:00 p.m. (Toronto time) on the date which is the 30^th day following the date of issuance by the Corporation of a news release announcing the change to the Warrant Term (or if such 30^th day is not a Business Day, then on the first Business Day after such 30^th day).

The Agent may form and manage a group of Canadian investment dealers to offer the Offered Securities for sale. Subject to the terms hereof, the Corporation understands that no such investment dealer is obliged under any circumstances to purchase any of the Offered Securities. The Agent may determine the remuneration payable to such investment dealers appointed by it, provided that any fee charged by such investment dealers shall not exceed the Agents Fee (as hereinafter defined) and shall be payable by the Agent.

In consideration of the services to be rendered to the Corporation by the Agent pursuant to this agreement, at the Closing Time (as hereinafter defined), the Corporation shall pay to the Agent a fee equal to 6% of the gross proceeds from the Offering (the Agents Fee) and shall issue to the Agent compensation options (the Compensation Options) entitling the Agent to purchase up to that number of Units that is equal to 6% of the number of Units sold pursuant to the Offering, subject to adjustment as described below (the Compensation Units), at an exercise price of U.S.$6.50 per Compensation Unit at any time prior to 5:00 p.m. (Toronto time) on the date which is two years following the Closing Date. Each Compensation Unit shall be comprised of one Common Share and one-half (1/2) of one Warrant, each whole Warrant (also, a Warrant) entitling the holder thereof to purchase one Common Share (also, a Warrant Share) at an exercise price of U.S.$9.00 and otherwise on the same terms and subject to the same conditions as the Warrants comprising the Units (including as to the acceleration of the Warrant Term). At the Closing Time, the Agent shall also receive one non-transferable right (each, a Compensation Right) for each Compensation Option issued to the Agent, which shall entitle the Agent to receive, for nominal consideration, an additional 0.10 of one Compensation Unit for each Compensation Unit purchased by the Agent (whether purchased before or after the Registration Filing Deadline), in the event that the Registration Statement is not filed by the Registration Filing Deadline. The Compensation Options and the Compensation Rights will be evidenced by one or more certificates (the Compensation Option Certificates).

DEFINITIONS

In this agreement, in addition to the terms defined above or elsewhere in this agreement, and unless otherwise indicated or the context manifestly requires otherwise, the following terms shall have the following meanings:

			agreement means the agreement resulting from the acceptance hereof by the Corporation;

			Agreements means this agreement, the Subscription Agreements, the Registration Rights Agreement, the Warrant Certificates, the Right Certificates and the Compensation Option Certificates;

			Business Day means a day on which chartered banks are normally open for business in Toronto, Ontario, excluding Saturday, Sunday or a statutory or civic holiday;

			Canadian Securities Laws means all applicable securities laws in each of the Offering Provinces and the respective regulations made thereunder, together with applicable published policy statements, rules and orders of the securities regulatory authorities in such province;

			Closing means the completion of the issue and sale by the Corporation of the Offered Securities and the purchase by the Purchasers of the Offered Securities pursuant to this agreement, which may, at the option of the Agent, occur on one or more separate occasions, each of which occasion shall be a Closing for the purposes of this agreement;

			Closing Date means September 9, 2005 or such other date or dates as the Corporation and the Agent may agree upon in writing;

			Closing Time means 10:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Agent may agree;

			Corporations Information Record means all press releases, material change reports, annual and interim financial statements and related managements discussion and analysis, technical reports, annual information forms, proxy circulars and other documents which have been filed by or on behalf of the Corporation with the Canadian securities regulatory authorities and the SEC;

			Financial Statements means the audited consolidated balance sheets of the Corporation as at December 31, 2004, December 31, 2003 and December 31, 2002, the audited consolidated statements of operations, changes in stockholders equity and cash flows of the Corporation for the years ended December 31, 2004, December 31, 2003 and December 31, 2002, the unaudited consolidated balance sheets of the Corporation as at June 30, 2005 and June 30, 2004, and the unaudited consolidated statements of operations, changes in stockholders equity and cash flows of the Corporation for the six months ended June 30, 2005 and June 30, 2004, together with the notes thereto;

			GeoGlobal Barbados means GeoGlobal Resources (Barbados) Inc., a corporation constituted under the laws of Barbados and an indirect wholly-owned subsidiary of the Corporation;

			GeoGlobal Canada means GeoGlobal Resources (Canada) Inc., a corporation incorporated under the laws of the Province of Alberta and a wholly-owned subsidiary of the Corporation;

			GeoGlobal India means GeoGlobal Resources (India) Inc., a corporation constituted under the laws of Barbados and a wholly-owned subsidiary of the Corporation;

			misrepresentation, material fact, material change and distribution have the respective meanings ascribed thereto in the Securities Act (Ontario), except as otherwise expressly provided herein;

			Offering Provinces means the Provinces of Ontario, Alberta and British Columbia and such other provinces of Canada agreed to by the Agent and the Corporation;

			Purchasers means the persons who acquire Offered Securities from the Corporation by executing Subscription Agreements accepted by the Corporation, and permitted assignees or transferees of such persons from time to time;

			Registration Rights Agreement means the agreement to be entered into between the Corporation and the Agent on or before the Closing Date pursuant to which the Corporation shall grant certain registration rights to the Purchasers in respect of the Underlying Shares;

			Registration Statement means a registration statement with respect to the resale of the Underlying Shares prepared in the appropriate form as prescribed by the SEC;

			Regulation S means Regulation S adopted by the SEC under the U.S. Securities Act;

			Right Certificates means the certificates evidencing the Rights to be executed by the Corporation, in form and substance satisfactory to the Corporation and the Agent;

			Subscription Agreement means a subscription agreement executed by a Purchaser and accepted by the Corporation in the form agreed upon by the Agent and the Corporation;

			Subsidiaries means GeoGlobal Barbados, GeoGlobal Canada and GeoGlobal India, being all of the subsidiaries (as defined in the Business Corporations Act (Ontario)) of the Corporation;

			Underlying Shares means, collectively, the Common Shares forming part of the Units, the Warrant Shares and the Common Shares forming part of the Compensation Units and, in the event that the Corporation fails to file the Registration Statement by the Registration Filing Deadline, Underlying Shares includes the Common Shares forming part of the Rights Units and the Common Shares issuable upon exercise of the Warrants forming part of the Rights Units and, for the purposes of clarity, includes any additional Common Shares issuable to the Agent as a result of the exercise of Compensation Options granted pursuant to the Compensation Rights and Common Shares issuable pursuant to the exercise of Warrants issued pursuant to the exercise of such Compensation Options;

			U.S. Exchange Act means the United States Securities Exchange Act of 1934, as amended;

			U.S. Person means a U.S. Person as that term is defined in Regulations S;

			U.S. Securities Act means the United States Securities Act of 1933, as amended; and

			Warrant Certificates means the certificates evidencing the Warrants to be executed by the Corporation, in form and substance satisfactory to the Corporation and the Agent.

INTERPRETATION

The division of this agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this agreement. Unless otherwise inconsistent therewith, references in this agreement to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this agreement. In

this agreement, words importing the singular number only include the plural and vice versa and words importing gender include all genders.

TERMS AND CONDITIONS

Sale on Exempt Basis. The Agent shall:

	(a)		offer for sale and sell the Offered Securities in Canada only in the Offering Provinces in compliance with all applicable Canadian Securities Laws and pursuant to Regulation S or outside of Canada and the United States in compliance with applicable laws and pursuant to Regulation S; provided that any offer or sale in any jurisdiction other than an Offering Province shall be effected in a manner exempt from the applicable prospectus or registration requirements under the securities legislation of the jurisdiction in which such Purchaser resides, and provided further that all of the forgoing shall be conducted in accordance with Schedule A hereto;

	(b)		offer for sale and sell the Offered Securities only to such Purchasers and in such manner so that, pursuant to the provisions of Canadian Securities Laws, no prospectus or offering memorandum need be filed or delivered in connection therewith;

	(c)		not offer for sale or sell the Offered Securities in any jurisdiction where the Corporation may be subject to liability in connection with the sale of the Offered Securities which is materially more onerous than the liability to which it may be subject under Canadian Securities Laws; and

	(d)		obtain from each Purchaser an executed Subscription Agreement subject to acceptance by the Corporation.

The Agent and the Corporation hereby agree that the offer and sale of the Offered Securities will be made in compliance with the provisions of Schedule A hereto.

2.		Filings. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation and the Purchasers, respectively, in connection with the purchase and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus or an offering memorandum in the Offering Provinces or elsewhere, and the Agent undertakes to use its reasonable best efforts to cause Purchasers to complete and file, if required, any forms or undertakings required by the Canadian Securities Laws or any other applicable securities laws. All such filings shall be made by the Corporation on behalf of the party legally responsible to file the same and all fees payable in connection with such filings shall be at the sole expense of the Corporation.

3.		No Offering Memorandum. Neither the Corporation nor the Agent shall (i) provide to prospective purchasers an offering memorandum within the meaning of Canadian Securities Laws; or (ii) cause the sale of the Offered Securities to be advertised in printed public media of general and regular paid circulation, radio, television or

		telecommunications, including electronic display and the internet. The Corporation represents and warrants that the documents made available to the Agent for distribution to prospective purchasers in connection with the offering and sale of the Offered Securities are the Subscription Agreement, the term sheet and publicly filed documents and such documents do not constitute an offering memorandum under Canadian Securities Laws. The Agent represents and warrants that it shall only distribute to prospective purchasers the Subscription Agreement, the term sheet and publicly filed documents. The Agent further represents and warrants that it shall offer for sale and sell the Offered Securities only in those jurisdictions contemplated in subsection 1(a) and not elsewhere, without the express consent of the Corporation.

4.		Covenants of the Corporation

(a)

The Corporation hereby covenants with the Agent and the Purchasers that:

	(i)		the Corporation will use its best efforts at all times for the period of twenty-four (24) months from the Closing Date to remain a reporting issuer in all such provinces where it is presently a reporting issuer, or has similar status, not in default of any requirements of the Canadian Securities Laws applicable in such provinces;

	(ii)		the Corporation will use its best efforts to have the Underlying Shares listed on AMEX and to maintain the listing of the Common Shares on AMEX at all times until at least twenty-four (24) months from the Closing Date;

	(iii)		as promptly as practicable after the Closing Date, the Corporation will file the Registration Statement with the SEC and thereafter use its best efforts to have the Registration Statement declared effective by the SEC;

	(iv)		during the period of 180 days following the Closing Date, the Corporation will not issue or announce the issuance of any Common Shares or any securities convertible into Common Shares, without the prior consent of the Agent, acting reasonably, other than:

	(a)		options granted pursuant to any of the Corporations stock option plans or stock purchase plans;

	(b)		any Common Shares issued pursuant to the exercise of any options granted pursuant to such stock option or stock purchase plans; or

	(c)		pursuant to non-brokered private placement transactions contemplated to be completed simultaneously with the closing of the Offering, provided such transactions comply with the paragraph (v) below;

(v)

none of the Corporation, its subsidiaries, any of their affiliates, or any person acting on their behalf has, directly or indirectly, made any offers or

			sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Offered Securities under the U.S. Securities Act or cause this offering of the Offered Securities to be integrated with prior or concurrent offerings by the Corporation for purposes of the U.S. Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Corporation are listed or designated. None of the Corporation, its subsidiaries, their affiliates and any person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Offered Securities under the U.S. Securities Act or cause the offering of the Offered Securities to be integrated with other offerings;

	(vi)		the Corporation will take all steps necessary to: (A) authorize the execution and delivery of the Agreements; (B) authorize the issue of the Underlying Shares and ensure that sufficient unreserved Common Shares are available for the issuance of the Underlying Shares; (C) authorize the creation of the Warrants, the Rights, the Compensation Options and the Compensation Rights; and (D) ensure that the Underlying Shares are or will be upon their issue listed and posted for trading on AMEX or any other stock exchange on which the Common Shares are listed for trading from time to time;

	(vii)		the Corporation will fulfill all legal requirements applicable to it to permit the offering and sale of the Offered Securities including, without limitation, compliance with all Canadian Securities Laws, to enable the Offered Securities to be offered for sale and sold to Purchasers without the necessity of filing a prospectus or registration statement in the Offering Provinces or in any other jurisdiction;

	(viii)		the Corporation will at all times prior to the Closing Date allow the Agent and its representatives to conduct all due diligence which the Agent may reasonably require and will use its best efforts to make available the Corporations senior management, counsel, auditors, independent engineers and other applicable experts to answer any questions which the Agent (or another syndicate member) has or may have, including, without limiting the generality of the foregoing, any questions posed at one or more due diligence sessions to be held prior to the Closing Time, for which the Agent (or its counsel) shall distribute in advance a list of written questions to be answered thereat and to which the Corporation shall provide written responses, at or prior to each session, and the Corporation shall use its reasonable best efforts to have written responses provided at or prior to each session by its outside consultants, auditors, independent engineers and other experts who have been asked by the Agent (or another syndicate member) or its counsel to attend thereat to respond to questions;

	(ix)		the Corporation will use its best efforts to fulfill, at or prior to the Closing Date, each of the conditions set out in Section 8;

	(x)		the Corporation will use the net proceeds derived from the issue and sale of the Offered Securities for: (A) exploration, drilling and development of the exploration blocks known as CB-ONN-2002/2, CB-ONN-2002/3, DS-ONN-2003/1 and CB-ONN-2003/2 and all other exploration blocks as required in India; and (B) general corporate purposes;

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