Prospectus re Admission to the Official List - Heritage Oil

Market Price of the Ordinary Shares and the Exchangeable Shares May Fluctuate SignificantlyThe market price of the Ordinary Shares and the Exchangeable Shares may, in addition to being affectedby the Group’s actual or forecasted operating results, fluctuate significantly as a result of factors beyondthe Company’s control, including, among others: the results of exploration, development and appraisal programmes and production operations; changes in securities analysts’ recommendations or estimates of earnings or financial performance ofthe Company, its competitors or the industry, or the failure to meet expectations of securities analysts; fluctuations in stock market prices and volumes, and general market volatility; changes in laws, rules and regulations applicable to the Company, its operations and the operations inwhich the Company has interests, and involvement in actual or threatened litigation; general economic and political conditions, including in the regions in which the Group operates; fluctuations and volatility in the prices of oil, gas and other petroleum products; and the Ordinary Shares and Exchangeable Shares may be delisted from the Official List in certaincircumstances, including a failure to meet continuing listing obligations of the LSE.Trading Price of the Exchangeable SharesHolders of the Exchangeable Shares, as nearly as practicable, will have the rights that are economicallyequivalent to the rights of the holders of Ordinary Shares. An application will be made for the admission ofthe Ordinary Shares and the Exchangeable Shares to listing on the Official List. Since they will be separatelistings, the trading prices of the Ordinary Shares and the Exchangeable Shares may not reflect equivalentvalues. This may result in the holders of Exchangeable Shares having to exchange their ExchangeableShares for Ordinary Shares in order to maximise the value of their investments prior to a sale.The Major Shareholder Has the Ability to Control Some of the Actions Taken by the Shareholders ofthe CompanyAs at Admission, the Major Shareholder and Mr. Anthony Buckingham will own and control in aggregate84,540,340 Ordinary Shares representing approximately 33.2 per cent. of the aggregate voting shares of theCompany. As a result of its ownership interest, the Major Shareholder, and thereby Mr. AnthonyBuckingham, has the ability to exert significant influence on some of the actions taken by the shareholdersof the Company. The Major Shareholder, and thereby Mr. Anthony Buckingham, currently has sufficientvoting power to, among other things, delay, deter or prevent a change in control of the Company thatmight otherwise be beneficial to its shareholders and may also discourage acquisition bids for the Companyand limit the amount certain investors may be willing to pay for the Ordinary Shares or the ExchangeableShares. Each of the Major Shareholder and Mr. Anthony Buckingham have entered into a relationshipagreement with the Company dated 28 March 2008 to ensure that the Group is capable of carrying onbusiness independently from the Major Shareholder and that transactions and relationships with the MajorShareholder are at arm’s length and on normal commercial terms.There Are Potential Conflicts of Interest to Which the Directors, the Senior Manager and PrincipalShareholders of the Company Will be Subject to in Connection With the Operations of the GroupThere are potential conflicts of interest to which the Directors, the Senior Manager and principalshareholders of the Company will be subject to in connection with the operations of the Group. Some ofthe Directors, the Senior Manager and principal shareholders are or may become engaged in other oil andgas interests on their own behalf and on behalf of other companies, and situations may arise where thedirectors and officers will be in direct competition with the Company. Conflicts, if any, will be subject tothe procedures and remedies under the Act. The Directors and the Senior Manager of the Company maynot devote their time on a full-time basis to the affairs of the Company. Certain Directors and the SeniorManager of the Group own collectively, directly and indirectly, a significant part of the issued share capitalof the Company, and will therefore have the possibility to influence the decision-making of the Company.Sales of the Major Shareholder’s Ordinary Shares Could Decrease the Market Price of the Ordinary Sharesand the Exchangeable SharesAs of the date of this document, HOC has proposed the Plan of Arrangement to its shareholders that givesshareholders the ability to exchange their HOC Common Shares for Ordinary Shares or, in certain25