Prospectus re Admission to the Official List - Heritage Oil

Date2007 ........ On 18 January 2007, the Group finalised the statement of adjustments relating to thesale of its 25 per cent. working interest in the Kouakouala A licence and 30 per cent.working interest in the Kouakouala B licence in the Congo to the other partners in thelicences, Maurel et Prom and Burren Energy, for the following consideration: cash of $6,052,515, which has been received; and an overriding royalty of 15 per cent. over a 30 per cent. working interest in theKouakouala B licence in relation to the Mengo field. The Mengo field is notcurrently in production.2007 ........ On 16 February 2007, HOC raised $165 million by completing a private placement ofconvertible bonds. HOC issued 1,650 unsecured convertible bonds, at par, which have amaturity of five years and one day and an annual coupon of 8 per cent. paidsemi-annually. The bonds are convertible into HOC Common Shares at a price of $47per share. HOC had the right to redeem, in whole or part, the bonds for cash at anytime on or before 16 February 2008, at 150 per cent. of par value. HOC did notexercise this right.2007 ........ First production from the Zapadno Chumpasskoye field in Russia commenced on14 May 2007.2007 ........ The Kingfisher deviated well in Block 3A in Uganda was drilled to a total depth of3,195 metres. Drilling was completed in March 2007. Four intervals were testedsuccessfully in the Kingfisher well, resulting in an overall cumulative maximum flowrate of 13,893 bopd. The oil is good quality light (between 30 o and 32 o API) and sweetwith a low gas-oil ratio and some associated wax.2007 ........ In October 2007, the Group executed a PSC with the KRG over the Miran Block in thesouth-west of the KRI. The Group also agreed to be a 50/50 partner with the KRG todesign and build a 20,000 bopd oil refinery in the vicinity of the licence area. HeritageMiddle East has been appointed as Operator.2007 ........ The Group farmed-in to two onshore exploration licences in the Republic of Mali, inNorth-West Africa, with a gross area of over 72,000 square km in November 2007. TheGroup has been appointed as Operator. The Group entered into farm-in agreementswhich contain the right to earn a 75 per cent. working interest in Block 7 and Block 11from Centric Energy Corporation.2007 ........ On 14 November 2007, HOC completed an equity financing, raising gross proceeds ofCdn $181.5 million from the issue of 3,000,000 HOC Common Shares. As part of thesame transaction, the Major Shareholder sold 3,000,000 HOC Common Sharesreducing its interest from 52 per cent. to 32 per cent.2007 ........ On 16 November 2007, the Group was awarded an onshore exploration licence inPakistan, with a gross area of 2,258 square km. The Group has been awarded a60 per cent. participating interest in the Sanjawi Block (No, 3068-2) in Zone II(Baluchistan) and appointed as operator.2007 ........ In December 2007, the Group was awarded 100 per cent. of Areas 2 & 7 offshoreMalta.2008 ........ A court approved reorganisation of the share capital of HOC by plan of arrangement isproposed for completion on or about 31 March 2008 pursuant to the ABCA. Forfurther detail, refer to Part VIII of this document.Event10. REASONS FOR THE PLAN OF ARRANGEMENT AND LONDON LISTINGThe Directors believe that the reorganisation of the Group, in a tax efficient manner, in accordance withthe terms of the Arrangement Agreement and the admission of the Ordinary Shares to the Official Listand to trading on the main market of the LSE is in the best interests of the Group and holders of securitiesin HOC.Given the geographic spread of the Group’s production, development and exploration licences with a corefocus on Africa, the Middle East and Russia, the Directors believe that it would now be more appropriatefor the Group to be based in Europe, where a substantial number of holders of securities in HOC and mostof the management of the Group reside.55