Prospectus re Admission to the Official List - Heritage Oil

(c)have sufficient moneys, assets or property properly applicable to the payment ofsuch dividends.The HOC Board of Directors shall determine, in good faith and in its sole discretion, economicequivalence for the purposes of this Part X, section 6.3(b), and each such determination shallbe conclusive and binding on HOC and its shareholders. In making each such determination,the following factors shall, without excluding other factors determined by the HOC Board ofDirectors to be relevant, be considered by the HOC Board of Directors:(i) in the case of any stock dividend or other distribution payable in Ordinary Shares thenumber of such shares issued as a result of such stock dividend in proportion to thenumber of Ordinary Shares previously outstanding;(ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe foror purchase Ordinary Shares (or securities exchangeable for or convertible into or carryingrights to acquire Ordinary Shares), the relationship between the Canadian DollarEquivalent of the exercise price of each such right or option and the Current Market Priceof an Ordinary Share;(iii) in the case of the issuance or distribution of any other form of property (including withoutlimitation any shares or securities of the Company of any class other than OrdinaryShares, any rights, options or warrants other than those referred to above, any evidencesof indebtedness of the Company or any assets of the Company), the relationship betweenthe fair market value (as determined by the HOC Board of Directors in the manner abovecontemplated) of such property to be issued or distributed with respect to eachoutstanding Ordinary Share and the Current Market Price of an Ordinary Share;(iv) in the case of any subdivision, redivision or change of the then outstanding OrdinaryShares into a greater number of Ordinary Shares or the reduction, combination,consolidation or change of the then outstanding Ordinary Shares into a lesser number ofOrdinary Shares or any amalgamation, merger, reorganisation or other transactionaffecting Ordinary Shares, the effect thereof upon the then outstanding OrdinaryShares; and(v) in all such cases, the general taxation consequences of the relevant event to holders ofExchangeable Shares to the extent that such consequences may differ from the taxationconsequences to holders of Ordinary Shares as a result of differences between taxationlaws of Canada and Jersey (except for any differing consequences arising as a result ofdiffering marginal taxation rates and without regard to the individual circumstances ofholders of Exchangeable Shares).Certain RestrictionsSo long as any of the Exchangeable Shares are outstanding (other than Exchangeable Sharesheld by the Company and its Affiliates), HOC shall not at any time without, but may at anytime with, the approval of the holders of the Exchangeable Shares given as specified in Part X,section 6.3(i) of these share provisions:(i) pay any dividends on the HOC Common Shares or any other shares ranking junior to theExchangeable Shares, other than stock dividends payable in HOC Common Shares or anysuch other shares ranking junior to the Exchangeable Shares, as the case may be;(ii) redeem or purchase or make any capital distribution in respect of HOC Common Sharesor any other shares ranking junior to the Exchangeable Shares;(iii) redeem or purchase any other shares of HOC ranking equally with the ExchangeableShares with respect to the payment of dividends or on any liquidation or distribution; or(iv) issue any Exchangeable Shares or any other shares of HOC ranking equally with, orsuperior to, the Exchangeable Shares other than by way of stock dividends to the holdersof such Exchangeable Shares.The restrictions in sections 6.3(c)(i), 6.3(c)(ii), 6.3(c)(iii) and 6.3(c)(iv) above shall not apply ifall dividends on the outstanding Exchangeable Shares corresponding to dividends declared and265