Prospectus re Admission to the Official List - Heritage Oil

Act, would be available subject to, amongst other things, the offeror acquiring the requisitepercentage of the share capital to which the offer relates.16. CONSENTS16.1 KPMG LLP U.K. is a member firm of the Institute of Chartered Accountants of England and Walesand has given and not withdrawn its written consent to the inclusion of its reports set out in‘‘Financial Information’’ in Part VII and in ‘‘Illustrative Projections’’ in Part VIII, in the form andcontext in which they appear and has authorised the contents of those parts of this document whichcomprise of its reports for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules.16.2 RPS has given and has not withdrawn its written consent to the inclusion of its report set out in‘‘Technical Report’’in Part III, in the form and context in which it appears and RPS has authorisedthose parts of this document which comprise its report, accepted responsibility for its report as partof this document and declared that it has taken all reasonable care to ensure that the informationcontained in that report is, to the best of its knowledge, in accordance with the facts and contains noomission likely to affect its import.17. SIGNIFICANT CHANGEThere has been no significant change in the financial or trading position of the Group since30 September 2007, the date to which the historical financial information in Section B of Part VII ofthis document has been prepared, save for an equity financing, raising gross proceeds ofCdn$181.5 million from the issue of 3 million HOC Common Shares, which completed on14 November 2007.18. MISCELLANEOUS18.1 The auditors of HOC from incorporation to the date of this document have been KPMG LLPCanada, chartered accountants, whose registered national office is Suite 3300, Commerce CourtWest, 199 Bay Street, Toronto, Ontario M5L 1B2, Canada and of the Company from incorporationto the date of this document have been KPMG LLP U.K., chartered accountants, whose registeredaddress is at 8 Salisbury Square, London EC4Y 8BB.18.2 The total costs and expenses of, and incidental to, Admission payable by the Company, is estimatedto amount to $7 million (= £3.5 million (excluding VAT)).18.3 The information sourced from third parties has been accurately reproduced and so far as theCompany is aware and has been able to ascertain from information published by such third parties(this information is as follows: the online CIA World Factbook (at pages 36, 38 and 44 of Part I ofthis document) no facts have been omitted which would render the reproduced informationinaccurate or misleading.18.4 The Ordinary Shares are created under the Act and are in registered form withISIN JE00B2Q4TN56. The Exchangeable Shares are created under the ABCA and are in registeredform with ISIN CA42969283053. The Ordinary Shares are in uncertificated form. Computershareacts as the Company’s registrar and transfer agent in Jersey and the U.K.18.5 None of the Ordinary Shares or Exchangeable Shares have been marketed or are available in wholeor in part to the public in conjunction with the applications for the Ordinary Shares andExchangeable Shares, respectively to be admitted to the Official List.18.6 No application is currently intended to be made for the Ordinary Shares to be admitted to listing ordealt with on any other exchange other than the London Stock Exchange. Other than the LondonStock Exchange, the Exchangeable Shares are also currently intended to be admitted to listing onthe TSX.18.7 There are no arrangements in existence under which future dividends are to be waived or agreed tobe waived.292