Prospectus re Admission to the Official List - Heritage Oil

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(f)the Company to such holder of the Purchase Price for each such Retracted Share, all as morespecifically provided in the Voting and Exchange Trust Agreement. Notwithstanding theimmediately preceding sentence, the Company will not be required to purchase any RetractedShares form holders thereof pursuant to this Part X, section 6.3(e) or the Voting and ExchangeTrust Agreement if such holder is a Person in the United States or a U.S. Person.A holder of Retracted Shares may, by notice in writing given by the holder to HOC inaccordance with Part X, section 6.3(m) before the close of business on the Business Dayimmediately preceding the Retraction Date, withdraw its Retraction Request, in which eventsuch Retraction Request shall be null and void and, for greater certainty, the revocable offerconstituted by the Retraction Request to sell the Retracted Shares to CallCo shall be deemedto have been revoked.Redemption of Exchangeable Shares by HOCSubject to applicable law, and provided CallCo has not exercised the CallCo Redemption CallRight, HOC shall on the Redemption Date redeem all but not less than all of the outstandingExchangeable Shares for an amount per share equal to the Current Market Price of anOrdinary Share on the last Business Day prior to the Redemption Date (the ‘‘HeritageRedemption Right’’), which shall be satisfied in full by HOC causing to be delivered to eachholder of Exchangeable Shares one Ordinary Share for each Exchangeable Share held by suchholder, together with the full amount of all declared and unpaid dividends on each suchExchangeable Share held by such holder on any dividend record date which occurred prior tothe Redemption Date (the ‘‘Redemption Price’’).In any case of a redemption of Exchangeable Shares under this Part X, section 6.3(f), HOCshall, at least sixty (60) days before the Redemption Date (other than a Redemption Dateestablished in connection with a Company Control Transaction, an Exchangeable Share VotingEvent or an Exempt Exchangeable Share Voting Event), send or cause to be sent to eachholder of Exchangeable Shares a notice in writing of the redemption by HOC or the purchaseby CallCo under the CallCo Redemption Call Right, as the case may be, of the ExchangeableShares held by such holder. In the case of a Redemption Date established in connection with aCompany Control Transaction, an Exchangeable Share Voting Event and an ExemptExchangeable Share Voting Event, the written notice of redemption by HOC or the purchaseby CallCo under the CallCo Redemption Call Right will be sent on or before the RedemptionDate, on as many days prior written notice as may be determined by the HOC Board ofDirectors to be reasonably practicable in the circumstances. In any such case, such notice shallset out the formula for determining the Redemption Price or the Redemption Call PurchasePrice, as the case may be, the Redemption Date and, if applicable, particulars of the HOCRedemption Call Right.On or after the Redemption Date and subject to the exercise by CallCo of the CallCoRedemption Call Right, HOC shall cause to be delivered to the holders of the ExchangeableShares to be redeemed the Redemption Price for each such Exchangeable Share, uponsurrender at the registered office of HOC or at any office of the Transfer Agent as may bespecified by HOC in such notice of the Exchangeable Shares, together with such otherdocuments and instruments as may be required to effect a transfer of Exchangeable Sharesunder the ABCA and the constating documents of HOC and such additional documents andinstruments as the Transfer Agent may reasonably require. Payment of the total RedemptionPrice for such Exchangeable Shares, together with payment of such dividends, shall bemade either(i) by delivery to each holder, at the address of the holder recorded in the securities registerof HOC or by holding for pick-up by the holder at the registered office of HOC or at anyoffice of the Transfer Agent as may be specified by HOC in such notice, certificatesrepresenting Ordinary Shares (which shares shall be duly issued as fully paid and shall befree and clear of any lien, claim or encumbrance) and, if applicable, a cheque of HOCpayable at par at any branch of the bankers of HOC in payment of any such dividends, ineach case, less any amounts withheld on account of tax required to be deducted andwithheld therefrom; or270
(g)(ii) by arranging for the credit of Ordinary Shares (which shares shall be duly issued as fullypaid and shall be free and clear of any lien, claim or encumbrances) to CREST accountson behalf of each holder and, if applicable, delivery to each holder, at the address of theholder recorded in the securities register of HOC or by holding for pick-up by the holderat the registered office of HOC or at any office of the Transfer Agent as may be specifiedby HOC in such notice, a cheque of HOC payable at par at any branch of the bankers ofHOC in payment of any such dividends, in each case, less any amounts withheld onaccount of tax required to be deducted and withheld therefrom).On and after the Redemption Date, the holders of the Exchangeable Shares called forredemption shall cease to be holders of such Exchangeable Shares and shall not be entitled toexercise any of the rights of holders in respect thereof, other than the right to receive theirproportionate part of the total Redemption Price and any such dividends, unless payment ofthe total Redemption Price and any such dividends for such Exchangeable Shares shall not bemade upon surrender of Exchangeable Shares in accordance with the foregoing provisions, inwhich case the rights of the holders shall remain unaffected until the total Redemption Priceand any such dividends have been paid in the manner hereinbefore provided. HOC shall havethe right at any time after the sending of notice of its intention to redeem the ExchangeableShares as aforesaid to deposit or cause to be deposited the total Redemption Price for, and thefull amount of such dividends on (except as provided in this Part X, section 6.3(f)), theExchangeable Shares so called for redemption, or such of the said Exchangeable Sharesrepresented by certificates that have not at the date of such deposit been surrendered by theholders thereof in connection with such redemption, in a custodial account with any charteredbank or trust company in Canada named in such notice, less any amounts withheld on accountof tax required to be deducted and withheld therefrom. Upon the later of such deposit beingmade and the Redemption Date, the Exchangeable Shares in respect whereof such depositshall have been made shall be redeemed and the rights of the holders thereof after such depositor Redemption Date, as the case may be, shall be limited to receiving their proportionate partof the total Redemption Price and such dividends for such Exchangeable Shares so deposited,against surrender of the Exchangeable Shares held by them in accordance with the foregoingprovisions. Upon such payment or deposit of the total Redemption Price and the full amountof such dividends and subject to the relevant entries being made in the register of members ofthe Company, the holders of the Exchangeable Shares shall thereafter be considered anddeemed for all purposes to be holders of the Ordinary Shares delivered to them or thecustodian on their behalf.Purchase for cancellation(i) Subject to applicable law and notwithstanding anything in this Part X, section 6.3(g), HOCmay, at any time and from time to time purchase for cancellation all or any part of theExchangeable Shares by private agreement with any holder of Exchangeable Shares forconsideration consisting of Ordinary Shares.(ii) Subject to applicable law and the articles of HOC, HOC may at any time and from time totime purchase for cancellation all or any part of the outstanding Exchangeable Shares atany price by tender to all the holders of record of Exchangeable Shares then outstandingor through the facilities of any stock exchange on which the Exchangeable Shares arelisted or quoted at any price per share. If in response to an invitation for tenders under theprovisions of this Part X, section 6.3(g), more Exchangeable Shares are tendered at a priceor prices acceptable to HOC than HOC is prepared to purchase, the Exchangeable Sharesto be purchased by HOC shall be purchased as nearly as may be pro rata according to thenumber of shares tendered by each holder who submits a tender to HOC, provided thatwhen shares are tendered at different prices, the pro rating shall be effected (disregardingfractions) only with respect to the shares tendered at the price at which more shares weretendered than HOC is prepared to purchase after HOC has purchased all the sharestendered at lower prices. If part only of the Exchangeable Shares represented by anycertificate shall be purchased a new certificate for the balance of such shares shall beissued at the expense of HOC.271
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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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No assets have been pledged as secu
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31 December 30 September2005 2006 2
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16 Trade and other payables31 Decem
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A reconciliation of the asset retir
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21 Loss per shareThe following tabl
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25 Commitments and contingenciesHer
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In November 2007, the Group farmed-
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Reconciliation of loss for the year
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At the end of the last reporting pe
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Reconciliation of cash flow stateme
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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
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
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Page 251 and 252: PART X—ADDITIONAL INFORMATION1. R
Page 253 and 254: (ii) no share or loan capital of th
Page 255 and 256: (j)In Alberta, the principal jurisd
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Page 261 and 262: up on all the shares conferring tha
Page 263 and 264: (B) may be a director or other offi
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Page 267 and 268: (c)have sufficient moneys, assets o
Page 269 and 270: (e)against surrender of the Exchang
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Page 275 and 276: (b) rights, options or warrants oth
Page 277 and 278: any provision of provincial, territ
Page 279 and 280: 7.5 None of the major shareholders
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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
Page 297 and 298: declared and unpaid dividends on ea
Page 299 and 300: ‘‘DTR’’‘‘DutchCo’’
Page 301 and 302: ‘‘ISIN’’‘‘ITA’’‘
Page 303 and 304: anniversary of the Effective Date a
Page 305 and 306: ‘‘Support Agreement’’‘‘
Page 307: emaining quantities recovered will
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Prospectus re Admission to the Official List - Heritage Oil

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