Prospectus re Admission to the Official List - Heritage Oil

‘‘Option’’‘‘Ordinary Shares’’‘‘PNG’’‘‘Pakistan’’‘‘Participating CanadianShareholders’’an option to acquire Ordinary Shares pursuant to the Schemeordinary shares of no par value in the capital of the CompanyPapua New Guineathe Islamic Republic of Pakistanthe shareholders of HOC who have elected to receiveExchangeable Shares in return for their shareholding in HOC inconnection with the Plan of Arrangement‘‘Person’’ includes an individual, sole proprietorship, partnership,unincorporated association, unincorporated syndicate,unincorporated organization, trust, body corporate, a naturalperson in his capacity as trustee, executor, administrator, orother legal representative and a Governmental Entity or anyagency or instrumentality thereof‘‘Pipelay’’‘‘Plan of Arrangement’’‘‘PRMS’’‘‘Prospectus Directive’’‘‘Prospectus Rules’’‘‘PSC’’ or PSA’’‘‘RAK Petroleum’’‘‘Ranger’’‘‘Redemption Date’’Natural Pipelay Worldwide Limitedthe court approved reorganisation of the share capital of HOC,pursuant to Article 193 of the ABCA where all of the existingHOC Common Shares were converted to Ordinary Shares andExchangeable SharesSPE/WPC/AAPG/SPEE 2007 Petroleum Resource ManagementSystemEU Prospectus Directive (2003/71/EC)the rules made for the purposes of Part VI of FSMA in relationto offers of securities to the public and admission of securities totrading on a regulated marketproduction sharing contract or production sharing agreementRAK Petroleum PCLRanger Oil Limitedmeans the date, if any, established by the HOC Board ofDirectors for the redemption by HOC of all but not less than allof the outstanding Exchangeable Shares pursuant to the Articlesof HOC, which date shall be no earlier than the seventhanniversary of the Effective Date, unless:(a) there are fewer than 10 per cent. of the number ofExchangeable Shares issued on the Effective Dateoutstanding (other than Exchangeable Shares held by theCompany and its Affiliates and as such number of sharesmay be adjusted as deemed appropriate by the HOC boardof directors to give effect to any subdivision orconsolidation of or stock dividend on the ExchangeableShares, any issue or distribution of rights to acquireExchangeable Shares or securities exchangeable for orconvertible into Exchangeable Shares, any issue ordistribution of other securities or rights or evidences ofindebtedness or assets, or any other capital reorganisationor other transaction affecting the Exchangeable Shares), inwhich case the HOC board of directors may accelerate suchredemption date to such date prior to the seventh300