Prospectus re Admission to the Official List - Heritage Oil

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The Exchangeable Share provisions also provide that on the date on which less than 10 per cent. ofthe actual number of Exchangeable Shares issued remain outstanding, HOC will be entitled to redeemall but not less than all of the remaining outstanding Exchangeable Shares. HOC will deliver to eachholder of Exchangeable Shares one Ordinary Share for each Exchangeable Share redeemed, togetherwith any declared and unpaid dividends on the redeemed shares.Rights of Alberta CallCo Holding in HOCImmediately subsequent to completion of the Plan of Arrangement, Alberta CallCo will hold directly100 per cent. of the HOC Common Shares.Voting RightsThe holders of Exchangeable Shares are entitled to Voting Rights and through the Special VotingShare held by the Trustee will have the right to direct the Trustee how to vote at general meetings ofthe Company (on the basis of one vote for every Exchangeable Share) but not at any class meeting ofthe holder of the Special Voting Share. In addition, where the Company, inter alia, seeks to issueadditional Ordinary Shares, is subject to a takeover offer, or reorganises its share capital, theCompany will seek to put the holders of Exchangeable Shares in a similar position to the holders ofOrdinary Shares.The principal rights attaching to the Exchangeable Shares and the Voting Rights attaching to theSpecial Voting Share held by the Trustee for the benefit of holders of Exchangeable Shares aregranted under the terms of the Articles, the Exchangeable Share provisions, the Voting and ExchangeTrust Agreement and/or the Support Agreement.DividendsUnder the Support Agreement, the Company agreed not to pay a cash dividend to holders ofOrdinary Shares unless a cash dividend in the same amount has been declared on all theExchangeable Shares. Should the Board decide to pay a share dividend or a dividend declared inproperty to holders of Ordinary Shares, each holder of Exchangeable Shares would be entitled toreceive the economic equivalent of such dividend on their Exchangeable Shares from HOC.Liquidation, Dissolution and Winding-UpUpon liquidation, dissolution or winding-up of HOC or distribution of assets of HOC for the windingupof its affairs, the holders of Exchangeable Shares will receive in preference to the other classes ofshares in HOC, one Ordinary Share per Exchangeable Share held. After the payment of this amount,the holders of HOC Common Shares shall be entitled to receive, on a pari passu basis, any remainingproperty of HOC.248
PART X—ADDITIONAL INFORMATION1. RESPONSIBILITY1.1 The Company and its Directors (whose names appear on page 27 of this document) acceptresponsibility for the information contained in this document. To the best of the knowledge of theCompany and the Directors (who have taken all reasonable care to ensure that such is the case), theinformation contained in this document is in accordance with the facts and contains no omissionlikely to affect its import.2. INCORPORATION2.1 The Company was incorporated on 6 February 2008 in Jersey under the Act, as a company limitedby shares with the name Heritage Oil Limited and registered number 99922. The Company has nocommercial name other than its registered name.2.2 The liability of the shareholders of the Company is limited.2.3 The Company’s registered office is at Ordnance House, 31 Pier Road, St. Helier, Jersey JE4 8PW,and has a place of business at 28-30 The Parade, St Helier, JE1 1BG.2.4 The Company is the ultimate holding company of the Group, and upon Admission and assumingcompletion in full of the Plan of Arrangement, will own (via its indirectly wholly owned subsidiary,Alberta CallCo) 100 per cent. of the HOC Common Shares.2.5 There is no limitation on the length of life of the Company.2.6 The principal legislation under which the Company operates is the Act and the regulationsthereunder.3. SUBSIDIARIES3.1 Upon Admission, the Company has the following significant subsidiary undertakings all of whichare, save as described below, private limited companies, wholly owned, and incorporated in thejurisdictions specified below.Ownership Jurisdiction ofName/Date of Incorporation Registered Office Interest IncorporationHeritage Oil Corporation #260 Petex Building 100 per cent. Alberta, Canada(incorporated on600 - 6th Avenue SW30 October 1996) Calgary, AlbertaT2P 0S5Heritage Oil & Gas Limited Suite E2, Union Court Building 100 per cent. Commonwealth of(incorporated on Elizabeth Avenue and Shirley the Bahamas14 January 1992) Street, Nassau, BahamasEagle Energy (Oman) Limited Castle Hill, Victoria Road, 100 per cent. Isle of Man(incorporated on 22 July 1992) Douglas, Isle of Man, IM2 4RBHeritage Energy Middle East P.O.Box 693, Hamilton Estate, 100 per cent. Island of NevisLimited (incorporated on Charlestown, Nevis8 January 2007)Heritage DRC Limited P.O.Box 693, Hamilton Estate, 100 per cent. Island of Nevis(incorporated onCharlestown, Nevis17 December 2002)Coatbridge Estates Limited Akara Building, 24 De Castro 100 per cent. British Virgin Islands(incorporated onStreet, Wickhams Cay, Road24 September 2004) Town, Tortola, British VirginIslands.ChumpassNefteDobycha ul. Industrialnaya 36 ‘‘b’’, 95 per cent. Russian Federation(incorporated on ZPU 16, PO 1106,12 January 2005) Nizhnevartovsk, Khanty-Mansiyskiy Avtonomny District—Yugra, Tyumen Region, 628616,Russia.249
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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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usually when legal title passes to
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iii) IFRIC 12, ‘‘Service conces
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v) Liquidity riskLiquidity risk is
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ii) DerivativesDerivatives are reco
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5 Other finance costsNine-month per
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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
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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
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Page 235 and 236: 6. Share capital:(a) Authorized:Unl
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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: Arrangement AgreementPursuant to th
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Page 267 and 268: (c)have sufficient moneys, assets o
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Page 285 and 286: All rights of a holder of Exchangea
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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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