Prospectus re Admission to the Official List - Heritage Oil

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Ownership Jurisdiction ofName/Date of Incorporation Registered Office Interest IncorporationNeftyanaya Geologicheskaya ul. Samotlornaya 20, 99 per cent. Russian FederationKompaniya (incorporated on Nizhnevartovsk, Khanty-2 March 2004) Mansiyskiy Avtonomny District—Yugra, Tyumen Region, 628600.Heritage Mali Block 7 Limited P.O. Box 693, Hamilton Estate, 100 per cent. Island of Nevis(incorporated onCharlestown, Nevis17 October 2007)Heritage Mali Block 11 Limited P.O. Box 693, Hamilton Estate, 50 per cent. Island of Nevis(incorporated onCharlestown, Nevis17 October 2007)Heritage Oil International Malta Akara Building, 24 de Castro 100 per cent. British Virgin IslandsLimited (incorporated on Street, Wickhams Cay, Road22 November 2007) Town, Tortola, British VirginIslandsBegal Air Limited, (incorporated Castle Hill, Victoria Road, 100 per cent. Isle of Man9 October 2006) Douglas, Isle of Man, IM2 4RBTISE-Heritage Neftegaz 1 st Brestskaya St. 15, 50 per cent. Russia(incorporated 27 June 2007) 125047 Moscow4. SHARE CAPITAL4.1 Share Capital of the Company(a) As at the date of incorporation of the Company, the authorised and issued share capital of theCompany was as follows:AuthorisedIssuedNumber Amount Number AmountUnlimited number of No par value 1 Ordinary Share No par valueOrdinary Shares(b) The authorised share capital of the Company as at the date of this document is unlimited. TheCompany is authorised to issue shares with no par value designated as Ordinary Shares and aSpecial Voting Share. At the date of this document there are two Ordinary Shares in issue andone Special Voting Share in issue.(c) The authorised and issued fully paid up share capital of the Company as it is expected to beimmediately following Admission is:AuthorisedIssuedNumber Amount Number AmountUnlimited number of No par value 250,513,032 Ordinary Shares No par valueOrdinary Shares1 Special Voting No par value 1 Special Voting Share No par valueShare(d) Upon Admission, the Company will have 24,545,340 Options outstanding, and HOC will have4,431,120 Exchangeable Shares outstanding, each of which will entitle the holder thereof toexchange each such Exchangeable Share or Option for one Ordinary Share, further details ofwhich are set out in sections 1 and 2 of Part IX.(e) Save as disclosed in this document:(i) there are no acquisition rights and/or obligations over authorised but unissued sharecapital of the Company or HOC and neither the Company nor HOC has given anyundertaking to increase its share capital;250
(ii) no share or loan capital of the Company or HOC (or any of their subsidiaries) is underoption or is the subject of an agreement, conditional or unconditional, to be put underoption and there is no current intention to issue any of the authorised and unissuedOrdinary Shares;(iii) there are no arrangements currently in force for involving the employees in the capital ofthe Company or HOC; and(iv) neither the Company nor HOC has any convertible securities, exchangeable securities orsecurities with warrants currently in issue.(f) The Company does not have in issue any shares not representing share capital.(g) No share capital of the Company is held by or on behalf of the Company or by any subsidiaryof the Company.(h) None of the Directors nor members of their families has a related financial product referencedto the Ordinary Shares, other than Exchangeable Shares as disclosed in sections 1 and 2 ofPart IX.(i) The ISIN (International Security Identification Number) to be used in relation to the OrdinaryShares in connection with Admission is JE00B2Q4TN56.(j) The legislation under which the Ordinary Shares have been created is the Act.(k) The Ordinary Shares are in registered form and, following Admission, will be capable of beingheld in uncertificated form, enabled through CREST. Further details of the operation of theCREST system are set out in Part I of this document. Definitive share certificates for offereesnot settling through CREST are planned to be dispatched in the week commencing7 April 2008. No temporary documents of title will be issued. Prior to the dispatch of suchcertificates, transfers will be certified against the Company’s register.(l) On 25 February 2008 and 18 March 2008, respectively, the existing shareholders of theCompany at that date passed the following resolutions in respect of the Ordinary Shares:(i) Special resolution to change the status of the Company from a private company to a publiccompany; and(ii) Special resolution to adopt the new Articles.(m) Save as summarised in this Part X, there are no restrictions on the free transferability of theOrdinary Shares.(n) Under articles 117 and 118 of the Act, an offeror in respect of a takeover offer which does notrelate to shares of different classes, has the right to acquire shares to which the offer relates butwhich he has not acquired or contracted to acquire where he has acquired or is contracted toacquire not less than nine-tenths in number in the case of no par value companies of the sharesto which the offer relates. The offeror may not issue a notice requiring the acquisition ofminority shares unless he has acquired or contracted to acquire not less than nine-tenths innumber of the shares to which the offer relates before the end of four months beginning withthe date of the offer and no notice may be given after the end of the period of two monthsbeginning with the date on which the offeror has acquired or contracted to acquire not lessthan nine-tenths in number. The squeeze out of minority shareholders can be completed at theend of 6 weeks from the date of the notice requiring the squeeze out. By virtue of article 119 ofthe Act, minority shareholders in respect of a takeover offer can require the offeror to acquiretheir shares provided the offeror has, before the end of the period within which the offer canbe accepted, acquired or contracted to acquire not less than nine-tenths in number in the caseof no par value companies of all the shares in the Company. Unless the offeror has given noticeunder article 117 of the Act, an offeror shall within one month of the end of the period withinwhich the offer can be accepted give the remaining shareholders notice of their rights torequire the offeror to acquire their shares. The notice may specify a period for the exercise ofthe remaining shareholders’ rights to be bought out, but that period must be at least 3 monthsafter the end of the period during which the offer can be accepted.In a case in which a takeover offer relates to shares of different classes, the offeror has the rightto acquire shares to which the offer relates but which he has not acquired or contracted to251
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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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Congo to the other partners in the
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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
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 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: PART X—ADDITIONAL INFORMATION1. R
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
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Page 267 and 268: (c)have sufficient moneys, assets o
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Page 273 and 274: (g)(ii) by arranging for the credit
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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
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Page 291 and 292: As part of an agreement reached in
Page 293 and 294: (x) Foreign Property Information Re
Page 295 and 296: 19. DOCUMENTS AVAILABLE FOR INSPECT
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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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