Prospectus re Admission to the Official List - Heritage Oil

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Our work has not been carried out in accordance with auditing or other standards and practices generallyaccepted in the United States of America or other jurisdictions and accordingly should not be relied uponas if it had been carried out in accordance with those standards and practices.OpinionIn our opinion: the Pro forma financial information has been properly compiled on the basis stated; and such basis is consistent with the accounting policies of the Company.DeclarationFor the purposes of Prospectus Rule 5.5.3R (2)(f) we are responsible for this report as part of theprospectus and declare that we have taken all reasonable care to ensure that the information contained inthis report is, to the best of our knowledge, in accordance with the facts and contains no omission likely toaffect its import. This declaration is included in the prospectus in compliance with paragraph 1.2 ofAnnex I of the Prospectus Directive Regulation.Yours faithfully(Signed) ‘‘KPMG LLP’’KPMG LLP28 March 2008238
PRO FORMA NET ASSET STATEMENTThe following pro forma net asset statement of the Group as at 30 September 2007 is prepared forillustrative purposes only and, because of its nature, addresses a hypothetical situation and therefore doesnot represent the actual financial position of the Group. It is prepared to illustrate the effect on theconsolidated balance sheet of the Group of a fund raising that the Group closed on 14 November 2007, asif the placing had taken place on 30 September 2007, and is based on the consolidated balance sheet of theGroup as at 30 September 2007 which has been extracted without material adjustment from the financialinformation set out in Part VII ‘‘Financial Information’’.Equity fundraisingadjustment Group30 September 2007 (note 2) Pro forma$ $ $(note 1) (note 2)AssetsIntangible exploration assets ................... 85,746,870 — 85,746,870Property, plant and equipment ................. 59,105,312 — 59,105,312Other financial assets ........................ 4,200,909 — 4,200,909149,053,091 — 149,053,091Current assetsInventories ............................... 79,768 — 79,768Prepaid expenses ........................... 340,402 — 340,402Trade and other receivables ................... 6,455,303 — 6,455,303Cash and cash equivalents .................... 61,894,711 176,511,326 238,406,03768,770,184 176,511,326 245,281,510217,823,275 176,511,326 394,334,601LiabilitiesCurrent liabilitiesTrade and other payables ..................... 15,781,606 — 15,781,606Borrowings ............................... 160,224 — 160,22415,941,830 — 15,941,830Non Current LiabilitiesBorrowings ............................... 144,918,765 — 144,918,765Provisions ................................ 133,274 — 133,274Derivative Financial Liability .................. 32,810,103 — 32,810,103177,862,142 — 177,862,142193,803,972 — 193,803,97224,019,303 176,511,326 200,530,629Notes:(1) The consolidated balance sheet of the Group as at 30 September 2007 has been extracted without material adjustment fromPart VII ‘‘Financial Information’’.(2) Net proceeds of the placing:Cdn$ $Placing proceeds .................................................. 181,500,000 186,436,800Placing expenses .................................................. (9,662,650) (9,925,474)Net proceeds of the Placing .......................................... 171,837,350 176,511,326The gross placing proceeds of Cdn$181,500,000 ($186,436,800) are based on 3,000,000 Common Shares being issued by theGroup pursuant to the placing each at a price of Cdn$60.50 ($62.15) per Common Share. The Group’s Common Shares have nopar value. Offer expenses are the fees and expenses incurred in connection with the placing of Cdn$9,662,650 ($9,925,474)related principally to investment banking, legal and accounting fees. The exchange rate used was Cdn$1: $1.0272.(3) No account has been taken of any trading or other transactions since 30 September 2007.Impact on EarningsThe Directors believe that, had the equity financing occurred at the beginning of the last financial period,the consolidated income statement would have been affected. Additional finance income would have beengenerated from interest earned on increased cash deposits arising from any unutilised net offer proceeds.239
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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.
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DeclarationFor the purposes of Pros
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HERITAGE OIL LIMITEDNOTES TO BALANC
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AUDITED AND UNAUDITED FINANCIAL INF
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HERITAGE OIL CORPORATIONCONSOLIDATE
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HERITAGE OIL CORPORATIONCONSOLIDATE
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HERITAGE OIL CORPORATIONNOTES TO CO
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Intangible E&E assets related to ea
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k) InvestmentsThe Group classifies
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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 and 224: AUDITED FINANCIAL STATEMENTS RELATI
Page 225 and 226: AUDITORS’ REPORT TO THE SHAREHOLD
Page 227 and 228: HERITAGE OIL CORPORATIONCONSOLIDATE
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: C. PRO FORMA FINANCIAL INFORMATION
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
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Page 261 and 262: up on all the shares conferring tha
Page 263 and 264: (B) may be a director or other offi
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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
Page 275 and 276: (b) rights, options or warrants oth
Page 277 and 278: any provision of provincial, territ
Page 279 and 280: 7.5 None of the major shareholders
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Page 285 and 286: All rights of a holder of Exchangea
Page 287 and 288: agreement of this nature. These cir
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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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Prospectus re Admission to the Official List - Heritage Oil

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