Prospectus re Admission to the Official List - Heritage Oil

PART IX—CORPORATE REORGANISATION1. GROUP CAPITAL RE-ORGANISATIONCompany StructureIn anticipation of Admission, HOC has proposed a reorganisation which will be completed by way ofthe Plan of Arrangement shortly before Admission. Pursuant to the Plan of Arrangement, each holderof HOC Common Shares will exchange their shares for Ordinary Shares or Exchangeable Shares on aone-for-ten basis. Exchangeable Shares have certain special rights described below including the rightto direct the Trustee as to how it should exercise a number (equal to the number of ExchangeableShares held) of the votes attaching to the Special Voting Share issued by the Company for thesepurposes. The option to elect for Exchangeable Shares has been granted by the Company in order toallow Canadian holders of HOC Common Shares to participate in the future performance of theCompany in a tax efficient manner by continuing to hold Canadian securities or interests. TheExchangeable Shares are to be admitted to listing on the TSX and the Official List and to trading onthe LSE’s main market for listed securities.Immediately following Admission, there will be 4,431,120 Exchangeable Shares issued andoutstanding in HOC. Additionally, pursuant to the Plan of Arrangement, there will be24,545,340 options outstanding.Under the conditions of the HOC Bonds, HOC is required to take (or to procure that there is taken)all necessary action to ensure that immediately upon completion of the Plan of Arrangement, at itsoption, either (a) the Company is substituted under the bonds as principal debtor in place of HOC orbecomes a guarantor under the bonds and, in either case, to make necessary consequentialamendments such that the bonds may be converted into or exchanged for Ordinary Shares; or (b) suchamendments are made to the bonds such that the bonds may be converted into or exchanged forOrdinary Shares. Accordingly, at or immediately prior to Admission the terms and conditions of theHOC Bonds will be amended such that the holders of the HOC Bonds will be entitled to convert theirbonds into Ordinary Shares subject to the terms and conditions of such bonds.Upon completion of the Plan of Arrangement, DutchCo (being an indirect wholly owned subsidiary ofthe Company) will own 100 per cent. of the share capital of Alberta CallCo which will in turn own100 per cent. of the HOC Common Shares. As a result, HOC will be controlled by the Company byvirtue of its indirect 100 per cent. membership in DutchCo.The corporate structure immediately subsequent to completion of the Plan of Arrangement will beas follows.Non-Residents and Non-ElectingCanadian ResidentsOrdinarySharesThe Company(Jersey)Voting andExchangeTrustSpecial Voting ShareJersey Subco(Jersey)DutchCo(Netherlands)HOC CommonSharesAlberta CallCo(Alberta)HOC(Alberta)Electing Canadian ResidentsExchangeableShares12MAR200802413099246