Prospectus re Admission to the Official List - Heritage Oil

‘‘ISIN’’‘‘ITA’’‘‘KRI’’‘‘KRG’’‘‘LIBOR’’‘‘Liquidation Call Right’’‘‘Listing Rules’’‘‘London Stock Exchange’’ or ‘‘LSE’’‘‘Major Shareholder’’‘‘Maurel et Prom’’‘‘Memorandum’’‘‘Naturalay Technologies’’‘‘New Companies Act’’‘‘Normal Course Issuer Bid’’‘‘NGK’’‘‘Official List’’‘‘Oman’’International Security Identification NumberIncome Taxes Act (Canada)the Kurdistan Region of Iraqthe Kurdistan Regional GovernmentLondon Interbank Offered Ratemeans the overriding right given to CallCo, in the event of andnotwithstanding the proposed liquidation, dissolution orwinding-up of HOC or any other distribution of the assets ofHOC among its shareholders for the purpose of winding up itsaffairs pursuant to the articles of HOC dealing with theExchangeable Shares, to purchase from all but not less than allof the holders of Exchangeable Shares (other than the Companyor any holder of Exchangeable Shares which is an Affiliate of theCompany) on the effective date of such liquidation, dissolution,winding-up or other distribution (the ‘‘Heritage LiquidationDate’’) all but not less than all of the Exchangeable Shares heldby such holders on payment by CallCo of an amount perExchangeable Share (the ‘‘Liquidate Call Purchase Price’’)equal to the Current Market Price of Ordinary Shares on thelast Business Day prior to the Heritage Liquidation Date whichshall be satisfied in full by CallCo causing to be delivered to suchholder, one Ordinary Share; plus, to the extent not paid byHOC, an additional amount equivalent to the full amount of alldeclared and unpaid dividends on each such ExchangeableShare on any dividend record date which occurred prior to theHeritage Liquidation Date. In the event of the exercise of theLiquidation Call Right by CallCo, each holder shall be obligatedto sell all the Exchangeable Shares held by the holder to CallCoon the Heritage Liquidation Date on payment by CallCo to theholder of the Liquidation Call Purchase Price for each suchshare. and HOC shall have no obligation to pay the HeritageLiquidation Amount to the holders of such Exchangeable Sharesor otherwise redeem such shares so purchased by CallCothe listing rules of the Financial Services AuthorityLondon Stock Exchange plcAlbion Energy Limited, a company incorporated under the lawsof the Commonwealth of BarbadosEtablissements Maurel et Promthe memorandum of association of the CompanyNaturalay Technologies Limitedthe U.K. Companies Act 2006, as amendedthe action of a Canadian incorporated Company buying back itsown outstanding shares from the markets so it may cancel themNeftyanaya Geologicheskaya Kompaniyathe Official List of the Financial Services Authoritythe Sultanate of Oman299