Prospectus re Admission to the Official List - Heritage Oil

All rights of a holder of Exchangeable Shares to exercise votes attached to the Special Voting Sharewill cease upon the exchange (whether by redemption, retraction or liquidation or through theExchange Right (defined below)) of such Exchangeable Shares for Ordinary Shares.The Voting and Exchange Trust Agreement also provides for the grant by the Company to theTrustee of the Exchange Right, upon HOC facing certain insolvency events, to require the Companyto purchase from each Beneficiary all or any part of the Exchangeable Shares held by theBeneficiary. The purchase price payable by the Company for each Exchangeable Share pursuant tothe Exchange Right shall be satisfied in full by the Company delivering to each Beneficiary oneOrdinary Share for each Exchangeable Share held by such Beneficiary plus, to the extent not paidby HOC, an additional amount equal to the full amount of all declared and unpaid dividends oneach such Exchangeable Share.The Voting and Exchange Trust Agreement continues until the earlier of the following:(a) no outstanding Exchangeable Shares are held by a Beneficiary;(b) each of HOC and the Company elects in writing to terminate the trust created by the Votingand Exchange Trust Agreement and such termination is approved by the Beneficiaries; and(c) twenty-one (21) years after the date of the Voting and Exchange Trust Agreement.10.3 Support AgreementIn connection with the Arrangement Agreement, HOC, the Company, DutchCo and AlbertaCallCo entered into a support agreement on 17 March 2008.Pursuant to the Support Agreement, for so long as any Exchangeable Shares remain outstanding,the Company has made certain covenants, to the fullest extent permitted by law, in favour of HOCincluding, but not limited to, the following:(a) the Company will not declare or pay dividends on Ordinary Shares unless HOC is able todeclare and pay and simultaneously declares and pays, as the case may be, an equivalentdividend on the Exchangeable Shares;(b) the Company will advise HOC in advance of the declaration of any dividend by theCompany; and(c) the Company will take all actions and do all things reasonably necessary to enable and permitHOC and Alberta CallCo to perform their obligations, if any, arising upon the liquidation,dissolution or winding up of HOC, the receipt of a Retraction Request, the exercise by AlbertaCallCo of its right to purchase Exchangeable Shares that are the subject of a RetractionRequest and the exercise and the exercise by Alberta CallCo of its right to purchase allExchangeable Shares in the event of the a proposed liquidation, dissolution or winding upof HOC.The Company has agreed to take all such actions as are reasonably necessary to cause all OrdinaryShares deliverable in connection with Exchangeable Shares to be listed and posted for trading on allstock exchanges on which outstanding Ordinary Shares are listed. The Company has also agreed notto exercise any voting rights attached to the Exchangeable Shares owned by it or any of its affiliateson any matter considered at meetings of holders of Exchangeable Shares.Pursuant to the Support Agreement, HOC is required to notify the Company and Alberta CallCo ofcertain events, such as the liquidation, dissolution or winding up of HOC and the receipt of aRetraction Request.The Support Agreement shall continue until such time as no Exchangeable Shares are held by anyperson or entity other than the Company and its affiliates.10.4 Relationship AgreementOn 28 March 2008, the Company entered into a relationship agreement (the ‘‘RelationshipAgreement’’) with Anthony Buckingham and the Major Shareholder, governing the relationshipbetween the parties following Admission. At Admission, Mr Buckingham will own 33.2 per cent. ofthe voting rights attaching to the issued share capital of the Company following Admission, directlyand indirectly through the Major Shareholder. The Relationship Agreement is conditional on283