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Heritage Oil Limited

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Heritage Oil Limited This document comprises a prospectus relating to Heritage Oil Limited (the ‘‘Company’’ and, together with its subsidiaries, the ‘‘Group’’) prepared in accordance with the Prospectus Rules made under section 73A of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’). This document will be made available to the public in accordance with the Prospectus Rules. The Company and its Directors (whose names appear on page 27 of this document) accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect its import. Application has been made to the Financial Services Authority for all of the Ordinary Shares and Exchangeable Shares to be admitted to listing on the Official List and to the London Stock Exchange plc for such Ordinary Shares and Exchangeable Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities. Admission to the Official List together with admission to trading on the London Stock Exchange’s main market for listed securities (together ‘‘Admission’’) will constitute admission to listing on a regulated market. It is expected that Admission will become effective and that unconditional dealings on the London Stock Exchange will commence in the Ordinary Shares at 8.00 a.m. on 31 March 2008 with ISIN JE00B2Q4TN56 and will commence in the Exchangeable Shares at 8.00 a.m. on 2 April 2008 with ISIN CA4269283053. For a discussion of certain risk and other factors that should be considered in connection with an investment in the Ordinary Shares or Exchangeable Shares, see the ‘‘Risk Factors’’ section of this document. HERITAGE OIL LIMITED (Incorporated in Jersey under the Companies (Jersey) Law 1991, as amended, with registered number 99922) Admission to the Official List and to trading on the London Stock Exchange Sponsor JPMorgan Cazenove Expected share capital immediately following Admission Authorised Issued and Fully Paid Unlimited Ordinary Shares of no par value 250,513,032 1 Special Voting Share of no par value 1 Unlimited Exchangeable Shares of no par value(1) 4,431,120 (1) The Exchangeable Shares will be issued by Heritage Oil Corporation (‘‘HOC’’, which will be at the time of Admission an indirect, wholly-owned subsidiary of the Company) in connection with the Plan of Arrangement described elsewhere in this document. A copy of this document has been delivered to the Jersey registrar of companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the registrar has given, and has not withdrawn, consent to its circulation. The Jersey Financial Services Commission (the ‘‘Commission’’) has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 (the ‘‘Order’’), to the issue of the Ordinary Shares and the Special Voting Share by the Company. The Commission has given, and has not withdrawn, its consent under Article 4 of the Order to the issue by the Company of any securities exchangeable into Ordinary Shares of the Company. The Commission has given, and has not withdrawn, its consent to HOC under Article 8 of the Order to the circulation in Jersey of this document. It must be clearly understood that, in giving these consents, neither the Jersey registrar of companies nor the Commission takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. The Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against any liability arising from the discharge of its functions under that law. Nothing in this document or anything communicated to the holders or potential holders of Ordinary Shares or Exchangeable Shares by or on behalf of the Company or HOC is intended to constitute, or should be construed as, advice on the merits of the subscription for, Ordinary Shares or Exchangeable Shares or the exercise of any rights attached thereto for the purposes of the Financial Services (Jersey) Law 1998, as amended. JPMorgan Cazenove Limited (‘‘JPMorgan Cazenove’’), which is authorised and regulated in the United Kingdom by the Financial Services Authority, has been appointed as Sponsor and is advising the Company and HOC and no one else in connection with the Admission. JPMorgan Cazenove will not be responsible to anyone other than the Company and HOC for providing the protections afforded to its customers or for giving advice in relation to Admission or any transaction or arrangement referred to in this document. The distribution of this document in certain jurisdictions may be restricted by law. No action has been or will be taken to permit the possession or distribution of this document (or any other offering or publicity materials or application form(s) relating to the Ordinary Shares or the Exchangeable Shares) in any jurisdiction, other than the United Kingdom and Jersey, where action for that purpose may be required. Accordingly, neither this document, nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under the circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Investors should rely only on the information contained in this document. No person has been authorised to give any information or to make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, HOC or JPMorgan Cazenove. Any delivery of this document shall not, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or of the Group taken as a whole since, or that the information contained herein is correct as of any time subsequent to, the date of this document, save for such statements as are required by law or regulation to refer to one or more future dates. Apart from the liabilities and responsibilities, if any, which may be imposed on JPMorgan Cazenove by the FSMA or the regulatory regime established thereunder, JPMorgan Cazenove accepts no responsibility whatsoever for the contents of this document or for any other statement made or purported to be made by it or on its behalf in connection with the Company, HOC, the Ordinary Shares, the Exchangeable Shares or Admission. JPMorgan Cazenove accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement. The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult his, her or its own solicitor, financial adviser or tax adviser for legal, financial and/or tax advice in relation to the subscription or purchase of Ordinary Shares or Exchangeable Shares. The distribution of this document in certain jurisdictions may be restricted by law and your attention is drawn to the section headed ‘‘Important Information’’ on page 32 of this document. CONTENTS Page SUMMARY INFORMATION ............................................... 1 RISK FACTORS ........................................................ 11 DIRECTORS, CORPORATE SECRETARY, SENIOR MANAGERS, REGISTERED OFFICE, DIRECTORS’ AND SENIOR MANAGERS’ BUSINESS ADDRESSES, HEAD OFFICE, U.K. OFFICE AND ADVISERS ..................................... 27 EXPECTED TIMETABLE OF PRINCIPAL EVENTS ............................. 29 FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION ............... 30 IMPORTANT INFORMATION ............................................. 32 PART I—INFORMATION ON THE GROUP ................................... 33 PART II—DIRECTORS, MANAGEMENT AND CORPORATE GOVERNANCE ........ 58 PART III—TECHNICAL REPORT ........................................... 62 PART IV—SELECTED FINANCIAL INFORMATION ............................ 132 PART V—OPERATING AND FINANCIAL REVIEW ............................ 136 PART VI—CAPITALISATION AND INDEBTEDNESS ............................ 168 PART VII—FINANCIAL INFORMATION ..................................... 169 A. FINANCIAL INFORMATION RELATING TO THE COMPANY ................ 169 B. AUDITED (AND UNAUDITED) FINANCIAL INFORMATION RELATING TOHOC.......................................................... 174 C. PRO FORMA FINANCIAL INFORMATION FOR THE COMPANY ............. 237 PART VIII—ILLUSTRATIVE PROJECTIONS OF THE GROUP .................... 240 PART IX—CORPORATE REORGANISATION ................................. 246 PART X—ADDITIONAL INFORMATION ..................................... 249 PART XI—DEFINITIONS ................................................. 294 PART XII—GLOSSARY ................................................... 304 i SUMMARY INFORMATION This summary must be read as an introduction to this document. The following summary information has been prepared in accordance with the Prospectus Rules and provides summary information on the Ordinary Shares and the Exchangeable Shares and
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