Prospectus re Admission to the Official List - Heritage Oil

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AUDITORS’ CONSENTThe Board of Directors of Heritage Oil LimitedWe have read the UK prospectus (‘‘the Prospectus’’) proposed to be filed by Heritage Oil Limited inaccordance with the Prospectus Directive Regulation and the Prospectus Rules of the Financial ServicesAuthority of the United Kingdom dated March 28, 2008 relating to the proposed admission to listing andtrading of Heritage Oil Limited on the main market of the London Stock Exchange plc. We have compliedwith Canadian generally accepted standards for an auditor’s involvement with offering documents.We consent to the use in the above-mentioned Prospectus of our report to the shareholders of Heritage OilLimited on the consolidated balance sheets of Heritage Oil Corporation as at December 31, 2005 and 2004and the consolidated statements of earnings (loss) and retained earnings and cash flows for each of theyears in the two-year period ended December 31, 2005. Our report is dated March 22, 2006 (except as tonote 13 which is as of March 28, 2006).(Signed) ‘‘KPMG LLP’’Chartered AccountantsCalgary, CanadaMarch 28, 2008222
AUDITORS’ REPORT TO THE SHAREHOLDERSWe have audited the consolidated balance sheets of Heritage Oil Corporation as at December 31, 2005 and2004 and the consolidated statements of earnings (loss) and retained earnings and cash flows for the yearsthen ended. These financial statements are the responsibility of the Corporation’s management. Ourresponsibility is to express an opinion on these financial statements based on our audits.We conducted our audits in accordance with Canadian generally accepted auditing standards. Thosestandards require that we plan and perform an audit to obtain reasonable assurance whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overallfinancial statement presentation.In our opinion, these consolidated financial statements present fairly, in all material respects, the financialposition of the Corporation as at December 31, 2005 and 2004 and the results of its operations and its cashflows for the years then ended in accordance with Canadian generally accepted accounting principles.8FEB200818093203Chartered AccountantsCalgary, CanadaMarch 22, 2006, except note 13 which is as of March 27, 2006223
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This document comprises a prospectu
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SUMMARY INFORMATIONThis summary mus
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Summary Consolidated Income Stateme
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Summary Consolidated Cash Flow Stat
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Production from the Zapadno Chumpas
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Given the geographic spread of the
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RISK FACTORSAny investment in the O
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wells may change as a result of low
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which could have a materially adver
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Failure to obtain additional financ
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contractual or pricing terms, both
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years. In addition, since December
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UgandaUganda is among the poorest c
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Market Price of the Ordinary Shares
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DIRECTORS, CORPORATE SECRETARY, SEN
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EXPECTED TIMETABLE OF PRINCIPAL EVE
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CurrenciesAll references in this do
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PART I—INFORMATION ON THE GROUPOV
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Strong management and technical tea
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the availability of existing infras
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In 2005, the Group acquired a 95 pe
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The Group acquired a 10 per cent. i
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The Group is the operator and has a
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exploration wells. The total estima
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The Group has also entered into a s
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Pakistan has current proved hydroca
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operational by drawing up an Enviro
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Mr. Buckingham has never had any as
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Date2007 ........ On 18 January 200
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(3) One common share of Heritage Ho
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(f) General Sir Michael WilkesGener
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Remuneration CommitteeThe Remunerat
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Goldsworth House, Denton Way, Golds
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ResourcesA summary of the gross Con
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The post tax Net Present Value (NPV
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RPS EnergyHeritage Oil - Competent
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Summary Consolidated Balance Sheets
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Summary Consolidated Balance Sheets
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locks during the first three and a
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On 2 October 2007, the Group execut
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of amplitude anomalies, further sup
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The increase in operating expenses
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5.11 Discontinued OperationsThe res
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6. RESULTS OF CONTINUING OPERATIONS
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6.7 Foreign Exchange LossesThere wa
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6.14 Capital ExpendituresThe follow
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7.3 Petroleum and Natural Gas Reven
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7.14 Capital ExpendituresAdditions
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10. LIQUIDITY AND CAPITAL RESOURCES
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Year Ended 31 December 2005 Prepare
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Intangible E&E assets related to ea
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11.2 The year ended 31 December 200
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(c) Reconciliation of loss for the
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Year Ended 31 December 2004 Prepare
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PART VII—FINANCIAL INFORMATIONA.
Page 173 and 174: DeclarationFor the purposes of Pros
Page 175 and 176: HERITAGE OIL LIMITEDNOTES TO BALANC
Page 177 and 178: AUDITED AND UNAUDITED FINANCIAL INF
Page 179 and 180: HERITAGE OIL CORPORATIONCONSOLIDATE
Page 183 and 184: HERITAGE OIL CORPORATIONNOTES TO CO
Page 185 and 186: Intangible E&E assets related to ea
Page 187 and 188: k) InvestmentsThe Group classifies
Page 189 and 190: usually when legal title passes to
Page 191 and 192: iii) IFRIC 12, ‘‘Service conces
Page 193 and 194: v) Liquidity riskLiquidity risk is
Page 195 and 196: ii) DerivativesDerivatives are reco
Page 197 and 198: 5 Other finance costsNine-month per
Page 199 and 200: Congo to the other partners in the
Page 201 and 202: No assets have been pledged as secu
Page 203 and 204: 31 December 30 September2005 2006 2
Page 205 and 206: 16 Trade and other payables31 Decem
Page 207 and 208: A reconciliation of the asset retir
Page 209 and 210: 21 Loss per shareThe following tabl
Page 211 and 212: 25 Commitments and contingenciesHer
Page 213 and 214: In November 2007, the Group farmed-
Page 215 and 216: Reconciliation of loss for the year
Page 217 and 218: At the end of the last reporting pe
Page 219 and 220: Reconciliation of cash flow stateme
Page 221 and 222: At 31 December 2006, this has resul
Page 223: AUDITED FINANCIAL STATEMENTS RELATI
Page 229 and 230: HERITAGE OIL CORPORATIONNOTES TO CO
Page 231 and 232: effective as hedges, both at incept
Page 233 and 234: A ceiling test was undertaken at De
Page 235 and 236: 6. Share capital:(a) Authorized:Unl
Page 237 and 238: fair value of stock options are amo
Page 239 and 240: C. PRO FORMA FINANCIAL INFORMATION
Page 241 and 242: PRO FORMA NET ASSET STATEMENTThe fo
Page 243 and 244: Production assumptionsProduction du
Page 245 and 246: Macroeconomic assumptionsThe Direct
Page 247 and 248: Accordingly, the Illustrative Proje
Page 249 and 250: Arrangement AgreementPursuant to th
Page 251 and 252: PART X—ADDITIONAL INFORMATION1. R
Page 253 and 254: (ii) no share or loan capital of th
Page 255 and 256: (j)In Alberta, the principal jurisd
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Page 259 and 260: instrument of transfer (in the case
Page 261 and 262: up on all the shares conferring tha
Page 263 and 264: (B) may be a director or other offi
Page 265 and 266: and is in default for a period of 1
Page 267 and 268: (c)have sufficient moneys, assets o
Page 269 and 270: (e)against surrender of the Exchang
Page 271 and 272: e, to the extent that the same is r
Page 273 and 274: (g)(ii) by arranging for the credit
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(b) rights, options or warrants oth
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any provision of provincial, territ
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7.5 None of the major shareholders
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Position stillDirector/Senior Manag
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employment or terminates his or her
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All rights of a holder of Exchangea
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agreement of this nature. These cir
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to change. Where the Company pays a
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As part of an agreement reached in
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(x) Foreign Property Information Re
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19. DOCUMENTS AVAILABLE FOR INSPECT
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declared and unpaid dividends on ea
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‘‘DTR’’‘‘DutchCo’’
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‘‘ISIN’’‘‘ITA’’‘
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anniversary of the Effective Date a
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‘‘Support Agreement’’‘‘
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emaining quantities recovered will
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