Prospectus re Admission to the Official List - Heritage Oil

declared and unpaid dividends on each such ExchangeableShare held by such holder on any dividend record datewhich occurred prior to the Retraction Date;(b) notwithstanding the right of holders of ExchangeableShares to redeem all of the outstanding ExchangeableShares pursuant to the articles of the Exchangeable Shares,to purchase all but not less than all of the ExchangeableShares then outstanding in connection with a proposedredemption by HOC for the Redemption Call PurchasePrice on the Redemption Date, which shall be satisfied infull by CallCo causing to be delivered to such holder onOrdinary Share, plus to the extent not paid, an additionalamount equivalent to the full amount of all declared andunpaid dividends on each such Exchangeable Share held bysuch holder on any dividend and unpaid dividends on eachsuch Exchangeable Share held by such holder on anydividend record date which occurred prior to theRedemption Date, provided that, notwithstanding any otherprovision of the Plan of Arrangement, the ExchangeableShares that are subject to a Retraction Request may not bepurchased by CallCo if such Exchangeable Shares are heldby or on behalf of a Person in the United States or aU.S. Person‘‘Canadian Dollar Equivalent’’‘‘Canadian GAAP’’‘‘Canadian NationalInstrument 51-101’’‘‘Canadian person’’‘‘City Code’’‘‘CND’’‘‘Coatbridge’’‘‘Code of Conduct’’‘‘Combined Code’’means, in respect of an amount expressed in a currency otherthan Canadian dollars (the ‘‘Foreign Currency Amount’’) at anydate, the product obtained by multiplying (a) the ForeignCurrency Amount by (b) the noon spot exchange rate on suchdate for such foreign currency expressed in Canadian dollars asreported by the Bank of Canada or, in the event such spotexchange rate is not available, such exchange rate on such datefor such foreign currency expressed in Canadian dollars as maybe deemed by the board of directors of the Company to beappropriate for such purposeCanadian generally accepted accounting principlesNational Instrument 51-101 Oil & Gas Disclosure Standards ofthe Canadian Securities Administratorsany individual who is a resident of Canada or any Company,partnership or other entity created or organised in or under thelaws of Canada and any estate or trust the income of which issubject to Canadian federal income taxation regardless of itssourcethe City Code on Takeovers and Mergers issued by the Panel onTakeovers and MergersChumpassNefteDobychaCoatbridge Estates Limitedthe code of business conduct and ethics of the Companythe Combined Code on Corporate Governance published inJune 2006 by the Financial Reporting Council being the keysource of corporate governance recommendations forcompanies listed on the Official List295