Prospectus re Admission to the Official List - Heritage Oil

‘‘Companies Act’’‘‘Company’’‘‘Company Control Transaction’’‘‘Company Dividend DeclarationDate’’‘‘Computershare’’‘‘Computershare Canada’’‘‘Congo’’‘‘Corporate Governance Committee’’‘‘CREST’’‘‘CRESTCO’’‘‘Court Hearing’’‘‘Court Meeting’’‘‘Current Market Price’’‘‘DRC’’‘‘DRC PSC’’the U.K. Companies Act 1985, as amendedHeritage Oil Limited a company incorporated in Jersey on6 February 2008 with Company number 99922 and whoseregistered address is Ordnance House, 31 Pier Road, St Helier,Jersey JE4 8PW Channel Islandsmeans any merger, amalgamation, tender offer, take-over bid,scheme of arrangement, material sale of shares (including amaterial sale of the shares of CallCo held by DutchCo) or rightsor interests therein or thereto or similar transactions involvingthe Company, or any proposal to do so that upon completion,does or would materially affect control of the Companymeans the date on which the board of directors of the Companydeclares any dividend on the Ordinary SharesComputershare Investor Services (Channel Islands) Limitedmeans Computershare Trust Company of Canadathe Republic of Congothe corporate governance committee of the Companythe computerised settlement system operated by CRESTCoLimited to facilitate the transfer of title to shares inuncertificated formEuroclear U.K. and Ireland Limitedthe Alberta provincial court hearing to be held in connectionwith the Plan of Arrangementthe meeting of the shareholders of the HOC Common Shares tobe convened in accordance with Plan of Arrangementmeans, in respect of an Ordinary Share on any date, theCanadian Dollar Equivalent of the average closing prices of theOrdinary Shares during a period of 20 consecutive trading daysending not more than three trading days before such date on theLSE or, if the Ordinary Shares are not then listed on the LSE,on such stock exchange or automated quotation system on whichthe Ordinary Shares are listed or quoted, as the case may be, asmay be selected by the board of directors of the Company forsuch purpose; provided, however, that if in the opinion of theboard of directors of the Company the public distribution ortrading activity of the Ordinary Shares during such period doesnot create a market which reflects the fair market value of theOrdinary Shares then the Current Market Price of the OrdinaryShares shall be determined by the board of directors of theCompany, in good faith and in its sole discretion, and providedfurther that any such selection, opinion or determination by theboard of directors of the Company shall be conclusiveand bindingthe Democratic Republic of Congothe production sharing contract entered into between thegovernment of the DRC and the Group in July 2006 in respectof the exploration and development work on Blocks 1 and 2296