Prospectus re Admission to the Official List - Heritage Oil

any provision of provincial, territorial, state, local or foreign tax law, in each case, as amended.To the extent that such amounts are so withheld, such withheld amounts shall be treated for allpurposes hereof as having been paid to the holder of such Exchangeable Shares in respect ofwhich such deduction and withholding was made, provided that such withheld amounts areactually remitted to the appropriate taxing authority. To the extent that the amount so requiredor permitted to be deducted or withheld from any payment to a holder exceeds the cashportion of the consideration otherwise payable to the holder, HOC, CallCo, the Company andthe Transfer Agent are hereby authorized to sell or otherwise dispose of such portion ofconsideration on behalf of the holder of the Exchangeable Shares as is necessary to providesufficient funds to HOC, CallCo, DutchCo, the Company or the Transfer Agent, as the casemay be, to enable it to comply with such deduction or withholding requirement and HOC,CallCo, DutchCo, the Company or the Transfer Agent shall notify the holder thereof and remitany unapplied balance of the net proceeds of such sale.(m) NoticesAny notice, request or other communication to be given to HOC by a holder of ExchangeableShares shall be in writing and shall be valid and effective if given by mail (postage prepaid) orby telecopy or by delivery to the registered office of HOC and addressed to the attention of thePresident. Any such notice, request or other communication, if given by mail, telecopy ordelivery, shall only be deemed to have been given and received upon actual receipt thereofby HOC.Any presentation and surrender by a holder of Exchangeable Shares to HOC or the TransferAgent of certificates representing Exchangeable Shares in connection with the liquidation,dissolution or winding-up of HOC or the retraction or redemption of Exchangeable Sharesshall be made by registered mail (postage prepaid) or by delivery to the registered office ofHOC or to such office of the Transfer Agent as may be specified by HOC, in each case,addressed to the attention of the President of HOC. Any such presentation and surrender ofcertificates shall only be deemed to have been made and to be effective upon actual receiptthereof by HOC or the Transfer Agent, as the case may be. Any such presentation andsurrender of certificates made by registered mail shall be at the sole risk of the holder mailingthe same.Any notice, request or other communication to be given to a holder of Exchangeable Shares byor on behalf of HOC shall be in writing and shall be valid and effective if given by mail(postage prepaid) or by delivery to the address of the holder recorded in the securities registerof HOC or, in the event of the address of any such holder not being so recorded, then at thelast known address of such holder. Any such notice, request or other communication, if givenby mail, shall be deemed to have been given and received on the third Business Day followingthe date of mailing and, if given by delivery, shall be deemed to have been given and receivedon the date of delivery. Accidental failure or omission to give any notice, request or othercommunication to one or more holders of Exchangeable Shares shall not invalidate orotherwise alter or affect any action or proceeding to be taken by HOC pursuant thereto.7. DIRECTORS’ AND OTHERS’ INTERESTSShareholdings7.1 As at the date of this document, the Directors and the Senior Manager have no interests in theshare capital of the Company. The table below sets out the expected interests of the Directors275