Prospectus re Admission to the Official List - Heritage Oil

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7.8 In the financial year ended 31 December 2006, the total remuneration paid (including contingent ordeferred compensation) and benefits in kind granted (under any description whatsoever) to each ofthe Directors and Senior Managers by members of the Group was:Remuneration Paid (Including ContingentDirector/Senior Manager or Deferred Compensation) Benefits in KindMichael Hibberd ..... Annual directors’ fee of Cdn$15,000; 90,000 HOC OptionsBonus Cdn$116,630.Anthony Buckingham . . Directors’ salary of $262,629; 912,951 HOC Options.Bonus $587,430.Paul Atherton ........ Directors’ salary of $626,808; 112,500 HOC Options.Bonus $489,525.Gregory Turnbull ..... Annual directors’ fees of Cdn$18,000; 30,000 HOC OptionsBonus of Cdn$34,989.Brian Smith ......... Annual salary of $304,908; 90,000 HOC OptionsBonus of $391,620.Other Interests7.9 The Directors and Senior Managers:(a) other than directorships of Group Companies the Directors, are or have been directors orpartners of the following companies and partnerships at any time in the previous five years:Position stillDirector/Senior Manager Position Company/Partnership held (yes/no)Michael Hibberd Director Iteration Energy Ltd. YesDirector AltaCanada Energy Corp. YesDirector Challenger Energy Corp. YesDirector Deer Creek Energy Ltd. NoDirector Fern Energy Ltd. YesChairman and CEO MJH Services Inc. YesDirector Pan Orient Energy Corp. YesDirector Rally Energy Corp. NoDirector Ramtelecom Inc. YesChairman and CEO Sunshine Oilsands Ltd. YesDirector Zapata Energy Corp. YesDirector 763846 Alberta Ltd. YesPaul Atherton Director SeaDragon Offshore Limited YesPartner Wallgrave Partnership NoDirector Plaza 107 Limited NoTrustee/Treasurer Royal School of Mines NoAssociation278
Position stillDirector/Senior Manager Position Company/Partnership held (yes/no)Gregory Turnbull Director Action Energy Inc. YesDirector BNP Resources Inc. YesDirector Castle Rock Petroleum Ltd. NoDirector Clearwater Energy Inc. YesDirector Crescent Point Energy Ltd. NoDirector Crescent Point Energy Trust YesDirector Flagship Energy Inc. YesDirector Flowing Energy Corp. NoDirector Mohave Exploration & YesProduction Inc.Director Rally Energy Corp. NoDirector Seaview Energy Inc. YesDirector Seventh Energy Ltd. NoDirector Storm Energy Ltd. NoOfficer Storm Exploration Inc. YesDirector Sunshine Oilsands Ltd. YesDirector Trimox Energy Inc. NoJohn McLeod Director, Chairman Consolidated Beacon YesResources Ltd.Director, President, California Oil & Gas YesCEOCorporationDirector Range Minerals Inc. NoDirector Highview Resources Ltd. NoDirector Paris Energy Inc. YesDirector Calstar Oil & Gas Ltd. NoDirector Tuscany Energy Ltd. YesDirector Diaz Resources Ltd. YesDirector Petroworth Resources Inc. NoDirector Keeper Resources Inc. YesDirector Castlerock Petroleum Ltd. NoGeneral Sir Michael Chairman Cyberview Technology Ltd. YesWilkesChairman of PegasusBridge Fund YesAdvisory Board Management LimitedChairman Britam Defence Ltd. YesNon-Executive Stanley Gibbons Group Ltd. YesDirectorDeputy Chairman C.I. Traders NoNon-Executive Tryco Ltd. YesDirectorChairman Chiltern Limited No(b) have no convictions in relation to fraudulent offences within the previous five years;(c) have not been associated with any bankruptcies, receiverships or liquidations while acting inthe capacity of director or senior manager of any company within the previous five years; and(d) have not received any official public incrimination and/or sanction by statutory or regulatoryauthorities (including designated professional bodies) and have never been disqualified by acourt from acting as a director of a company or from acting in the management or conduct ofthe affairs of any company within the previous five years.7.10 Gregory Turnbull is a partner of McCarthy Tétrault LLP, a firm of solicitors which has advised theGroup as to Canadian law in respect of the application for Admission. McCarthy Tétrault LLP is arelated party of McCarthy Tétrault Registered Foreign Lawyers and Solicitors (together ‘‘McCarthyTétrault’’) which has advised the Group as to English law in respect of the application forAdmission. McCarthy Tétrault will receive fees from the Company in respect of their advice and willcontinue to provide services to the Group following Admission.279
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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 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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At 31 December 2006, this has resul
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AUDITED FINANCIAL STATEMENTS RELATI
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AUDITORS’ REPORT TO THE SHAREHOLD
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Page 229 and 230: HERITAGE OIL CORPORATIONNOTES TO CO
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Page 235 and 236: 6. Share capital:(a) Authorized:Unl
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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
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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 273 and 274: (g)(ii) by arranging for the credit
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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
Page 297 and 298: declared and unpaid dividends on ea
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Page 301 and 302: ‘‘ISIN’’‘‘ITA’’‘
Page 303 and 304: anniversary of the Effective Date a
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Page 307: emaining quantities recovered will
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Prospectus re Admission to the Official List - Heritage Oil

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