Prospectus re Admission to the Official List - Heritage Oil

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