Prospectus re Admission to the Official List - Heritage Oil

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PART III—TECHNICAL REPORTSet out on the following pages is the statement of reserves data and other oil and gas information in relationto HOC (the ‘‘Corporation’’), effective 30 September 2007, prepared in accordance with the PRMS.62
Goldsworth House, Denton Way, Goldsworth Part, Woking, Surrey, GU21 3LG, United KingdomT +44 (0)1483 746500 F +44 (0)1483 746505 E rpsenergy@rpsgroup.com W www.rpsgroup.com17MAR200823583789The DirectorsHeritage Oil Corporation#260 Petex Building, 600 - 6 Ave SwCalgary,Alberta,Canada, T2P OS5Project Ref: ECV137728 March 2008Gentlemen,EVALUATION OF HERITAGE OIL CORPORATION’S PETROLEUM ASSETSIn response to your request, and the subsequent Letter of Engagement dated December 3 rd 2007, RPSEnergy (‘‘RPS’’) has completed an independent evaluation of certain oil and gas properties in Russia,Oman, Uganda and Kurdistan in which Heritage Oil Corporation (‘‘Heritage’’) has an interest(‘‘the Properties’’). We have estimated a range of reserves and resources as at 30 th September 2007, basedon data and information available up to 31 st December 2007.In estimating resources we have used standard petroleum engineering techniques, which combinegeological and production data with information concerning fluid characteristics and reservoir pressure,where available. We have estimated the degree of uncertainty inherent in the measurements andinterpretation of the data and have calculated a range of reserves and resources and risk factors inaccordance with the 2007 SPE/WPC/AAPG/SPEE Petroleum Resource Management System(See Section 2.2).We have taken the working interest that Heritage has in the Properties, as presented by Heritage, and wehave not investigated nor do we make any warranty as to Heritage’s interest in the Properties.The data set included geological, geophysical and engineering data, together with reports andpresentations pertaining to the contractual and fiscal terms applicable to the assets. In carrying out thisreview RPS has relied solely upon this information.Summary of Reserves and ResourcesReservesTotal gross reserves and net reserves attributable to Heritage’s Properties are summarised in Table 1.United Kingdom | Australia | USA | Canada | Ireland | Netherlands | MalaysiaRPS Energy Limited: Registered in England No. 1465554, Centurion Court, 85 Milton Park, Abingdon, Oxfordshire OX14 4RY, United Kingdom17MAR20082358362563
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This document comprises a prospectu
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SUMMARY INFORMATIONThis summary mus
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Summary Consolidated Income Stateme
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Summary Consolidated Cash Flow Stat
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Production from the Zapadno Chumpas
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Given the geographic spread of the
Page 13 and 14: RISK FACTORSAny investment in the O
Page 15 and 16: wells may change as a result of low
Page 17 and 18: which could have a materially adver
Page 19 and 20: Failure to obtain additional financ
Page 21 and 22: contractual or pricing terms, both
Page 23 and 24: years. In addition, since December
Page 25 and 26: UgandaUganda is among the poorest c
Page 27 and 28: Market Price of the Ordinary Shares
Page 29 and 30: DIRECTORS, CORPORATE SECRETARY, SEN
Page 31 and 32: EXPECTED TIMETABLE OF PRINCIPAL EVE
Page 33 and 34: CurrenciesAll references in this do
Page 35 and 36: PART I—INFORMATION ON THE GROUPOV
Page 37 and 38: Strong management and technical tea
Page 39 and 40: the availability of existing infras
Page 41 and 42: In 2005, the Group acquired a 95 pe
Page 43 and 44: The Group acquired a 10 per cent. i
Page 45 and 46: The Group is the operator and has a
Page 47 and 48: exploration wells. The total estima
Page 49 and 50: The Group has also entered into a s
Page 51 and 52: Pakistan has current proved hydroca
Page 53 and 54: operational by drawing up an Enviro
Page 55 and 56: Mr. Buckingham has never had any as
Page 57 and 58: Date2007 ........ On 18 January 200
Page 59 and 60: (3) One common share of Heritage Ho
Page 61 and 62: (f) General Sir Michael WilkesGener
Page 63: Remuneration CommitteeThe Remunerat
Page 67 and 68: ResourcesA summary of the gross Con
Page 69 and 70: The post tax Net Present Value (NPV
Page 71 and 72: RPS EnergyHeritage Oil - Competent
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RPS EnergyHeritage Oil - Competent
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Summary Consolidated Balance Sheets
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Summary Consolidated Balance Sheets
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locks during the first three and a
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On 2 October 2007, the Group execut
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of amplitude anomalies, further sup
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The increase in operating expenses
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5.11 Discontinued OperationsThe res
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6. RESULTS OF CONTINUING OPERATIONS
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6.7 Foreign Exchange LossesThere wa
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6.14 Capital ExpendituresThe follow
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7.3 Petroleum and Natural Gas Reven
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7.14 Capital ExpendituresAdditions
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10. LIQUIDITY AND CAPITAL RESOURCES
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Year Ended 31 December 2005 Prepare
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Intangible E&E assets related to ea
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11.2 The year ended 31 December 200
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(c) Reconciliation of loss for the
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Year Ended 31 December 2004 Prepare
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PART VII—FINANCIAL INFORMATIONA.
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DeclarationFor the purposes of Pros
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HERITAGE OIL LIMITEDNOTES TO BALANC
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AUDITED AND UNAUDITED FINANCIAL INF
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HERITAGE OIL CORPORATIONCONSOLIDATE
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HERITAGE OIL CORPORATIONNOTES TO CO
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Intangible E&E assets related to ea
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k) InvestmentsThe Group classifies
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usually when legal title passes to
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iii) IFRIC 12, ‘‘Service conces
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v) Liquidity riskLiquidity risk is
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ii) DerivativesDerivatives are reco
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5 Other finance costsNine-month per
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Congo to the other partners in the
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No assets have been pledged as secu
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31 December 30 September2005 2006 2
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16 Trade and other payables31 Decem
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A reconciliation of the asset retir
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21 Loss per shareThe following tabl
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25 Commitments and contingenciesHer
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In November 2007, the Group farmed-
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Reconciliation of loss for the year
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At the end of the last reporting pe
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Reconciliation of cash flow stateme
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At 31 December 2006, this has resul
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AUDITED FINANCIAL STATEMENTS RELATI
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AUDITORS’ REPORT TO THE SHAREHOLD
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HERITAGE OIL CORPORATIONNOTES TO CO
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effective as hedges, both at incept
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A ceiling test was undertaken at De
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6. Share capital:(a) Authorized:Unl
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fair value of stock options are amo
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C. PRO FORMA FINANCIAL INFORMATION
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PRO FORMA NET ASSET STATEMENTThe fo
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Production assumptionsProduction du
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Macroeconomic assumptionsThe Direct
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Accordingly, the Illustrative Proje
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Arrangement AgreementPursuant to th
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PART X—ADDITIONAL INFORMATION1. R
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(ii) no share or loan capital of th
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(j)In Alberta, the principal jurisd
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nominal amount has been paid up of
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instrument of transfer (in the case
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up on all the shares conferring tha
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(B) may be a director or other offi
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and is in default for a period of 1
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(c)have sufficient moneys, assets o
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(e)against surrender of the Exchang
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e, to the extent that the same is r
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(g)(ii) by arranging for the credit
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(b) rights, options or warrants oth
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any provision of provincial, territ
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7.5 None of the major shareholders
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Position stillDirector/Senior Manag
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employment or terminates his or her
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All rights of a holder of Exchangea
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agreement of this nature. These cir
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to change. Where the Company pays a
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As part of an agreement reached in
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(x) Foreign Property Information Re
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19. DOCUMENTS AVAILABLE FOR INSPECT
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declared and unpaid dividends on ea
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‘‘DTR’’‘‘DutchCo’’
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‘‘ISIN’’‘‘ITA’’‘
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anniversary of the Effective Date a
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‘‘Support Agreement’’‘‘
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emaining quantities recovered will
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