Exhibit 4
PLEASE CAREFULLY REVIEW THE INSTRUCTIONS
OCEANIC EXPLORATION COMPANY
SUBSCRIPTION AGREEMENT
This Subscription Agreement represents a subscription to
acquire the number of shares of Common Stock of Oceanic
Exploration Company ("Common Stock") set forth below at a
subscription price of $.10 per share for the total subscription
price set forth below. The registered owner named below is
entitled to subscribe for full shares of Common Stock pursuant to
subscription rights granted to stockholders upon the terms and
conditions set forth in the related Prospectus. For each share
of Common Stock subscribed for the subscription price of $.10
must be forwarded to Oceanic Exploration Company.
THE SUBSCRIPTION RIGHTS EXPIRE AT 5:00 P.M. DENVER, COLORADO TIME
ON ____________, 1996. NO SUBSCRIPTION AGREEMENT WILL BE
ACCEPTED THEREAFTER.
Stockholder Name: _______________________________
Stockholder Address: _____________________________
Number of Shares Owned By
Stockholder on ________, 1995: ___________________
Number of Shares Subject To
Basic Subscription Rights: _______________________
SECTION 1 - SUBSCRIPTION AND SIGNATURE
I hereby irrevocably subscribe for the number of shares of Common
Stock as indicated below, on the terms specified in the related
Prospectus.
a. Subscription: ___________ Shares
b. Over-Subscription: ________ Shares
(no more than 6,001,000 less the number
subscribed for in (a))
c. Total Subscription (a + b): __________ Shares
d. Total Cost (c x $.10): $__________
Signature of Telephone
Shareholder______________________________ Number ( )_________________
SECTION 2 - ADDRESS FOR DELIVERY OF stock certificate if
different from above.
_____________________________________
_____________________________________
_____________________________________
INSTRUCTIONS FOR USE OF SUBSCRIPTION AGREEMENT
Each stockholder of Oceanic Exploration Company (the
"Company") has the right to subscribe for 1.5325 shares of Common
Stock for each full share of common stock of the Company owned of
record at the close of business on ___________ ___, 1995 (the
"Record Date"). The number of shares you are entitled to
subscribe for appears on the front of the Subscription Agreement
or can be calculated by multiplying the number of shares of
Common Stock owned of record on the Record Date by 1.5325 and
rounding up to the nearest whole number. The Subscription Price
of $.10 is needed to subscribe for each share of Common Stock.
See Prospectus for detailed information on these options. You
may also subscribe for additional shares pursuant to an
Over-Subscription Privilege. TO EXERCISE YOUR RIGHTS, YOU MUST
COMPLETE THE APPROPRIATE SECTIONS ON THE SUBSCRIPTION AGREEMENT.
IF YOU WISH TO EXERCISE YOUR RIGHTS OR THE OVER-SUBSCRIPTION
PRIVILEGE, YOU MUST DO SO BY NO LATER THAN 5:00 P.M. ____________
___, 1996. RIGHTS MAY BE EXERCISED ONLY THROUGH THE COMPANY.
TO EXERCISE YOUR RIGHTS-PLEASE COMPLETE AND RETURN
THE SUBSCRIPTION AGREEMENT
1. Complete "SECTION 1-SUBSCRIPTION AND SIGNATURE."
a. BASIC SUBSCRIPTION RIGHTS. Enter the number of shares
you intend to purchase under your Basic Subscription Rights. The
maximum number of shares you may purchase on Basic Subscription
appears on the front of the Subscription Agreement or can be
calculated by multiplying the number of shares of Common Stock
owned of record on the Record Date by 1.5325 and rounding up to
the nearest whole number.
b. OVER-SUBSCRIPTION. Enter the number of shares you
desire to purchase under your Over-Subscription Privilege. THE
OVER-SUBSCRIPTION PRIVILEGE IS AVAILABLE ONLY IF YOU EXERCISED
ALL OF YOUR BASIC SUBSCRIPTION RIGHTS. The maximum number of
Shares that you can purchase on Over-Subscription is 6,001,000
shares less the number of shares you purchased on Basic
Subscription Rights. The number of shares that will actually be
purchased by you will be subject to allotment if there are not
enough shares remaining after the Basic Subscription Rights to
completely fill all requests for purchases on Over-Subscription.
c. TOTAL SUBSCRIPTION. Enter the total number of shares
you want to purchase in the offer. This number is the sum of the
number of shares you are purchasing on Basic Subscription Rights
plus the number of shares you desire to purchase on
Over-Subscription.
d. TOTAL COST. Enter the total cost of your subscription.
Your total cost is the dollar number obtained when you multiply
the number of shares shown under Total Subscription by $.10, the
Subscription Price per share.
2. Sign the Subscription Agreement in the space provide at the
bottom of SECTION 1. Include your telephone number in the space
provided.
3. Enclose the executed Subscription Agreement, together with a
check or money order made payable to "Oceanic Exploration
Company" in the amount of the Total Cost (Item d. of SECTION 1)
in the envelope provided. If you use your own envelope, address
it to Oceanic Exploration Company, 0000 Xxxxx Xxxxxx Xxxxxx,
Xxxxx 000, Xxxxxx, Xxxxxxxx 00000. You may also personally
deliver your Subscription Agreement and payment to Oceanic
Exploration Company, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxx 00000.
4. MAIL OR DELIVER YOUR EXECUTED SUBSCRIPTION AGREEMENT AND
PAYMENT FOR THE TOTAL COST ON A TIMELY BASIS SO THAT IT IS
RECEIVED BY THE COMPANY BY NO LATER THAN 5:00 P.M. DENVER,
COLORADO TIME ON _____________ ___, 1996 (THE "EXPIRATION DATE").
IF THE COMPANY HAS NOT RECEIVED YOUR SUBSCRIPTION AGREEMENT AND
PAYMENT FOR THE TOTAL COST BY 5:00 P.M. DENVER, COLORADO TIME ON
THE EXPIRATION DATE, YOU WILL NOT BE ENTITLED TO PURCHASE SHARES
PURSUANT TO THE RIGHTS. Accordingly, if you are sending your
executed Subscription Agreement and payment by mail, please allow
sufficient time for them to be received by the Company prior to
5:00 p.m. on the Expiration Date.
The Rights Offering is being made on an all or none basis,
which means that if all 6,001,000 shares of Additional Common
Stock offered are not subscribed for, no subscriptions will be
accepted and all subscriptions will be returned. However, each
stockholder will be allowed to exercise less than all of the
Rights granted to that stockholder. The Company has obtained the
commitment of International Hydrocarbons, its principal
stockholder, to purchase all unsubscribed for Additional Common
Stock. Accordingly, International Hydrocarbons will be allowed
to subscribe for all unsubscribed for Additional Common Stock.
The Company reserves the right to reject any Subscription
Agreement and payment not properly submitted. The Company has no
duty to give notification of defects in any Subscription
Agreement and/or payment and will have no liability for failure
to give such notification. The Company will return any
Subscription Agreement and/or payment not properly submitted.
STOCKHOLDERS SHOULD CAREFULLY REVIEW THE RELATED PROSPECTUS
PRIOR TO MAKING AN INVESTMENT DECISION WITH RESPECT TO THE RIGHTS
REFERRED TO IN THIS SUBSCRIPTION AGREEMENT.
