HERITAGE OIL CORPORATION
                            (the "Company")

(a)  Assents to the modification and variation of the Conditions by the
     deletion in its entirety of Condition 3(a); 

(b)  Assents to the reclassification of the current Conditions 3(b) and 3(c)
     to Conditions 3(a) and 3(b) respectively; 

(c)  Assents to the modification and variation of the Conditions by the
     deletion in its entirety of Condition 6(b)(ii) and the replacement
     thereof with the following:

(a) where a cash Dividend is announced which is to be, or may at the
    election of a Shareholder or Shareholders be, satisfied by the issue or
    delivery of Common Shares or other securities, property or assets, then
    for the purposes of this definition the Dividend in question shall be
    treated as a Dividend of the greater of (i) such cash Dividend and (ii)
    the Fair Market Value (on the date of the first public announcement of
    such Dividend or if later, the date on which the number of Common Shares
    (or amount of property, securities or assets, as the case may be) which
    may be issued or delivered is determined) of such Common Shares or other
    property, securities or assets; 
    
(b) a purchase or redemption of share capital of HOL by HOL or any
    Subsidiary Undertaking of HOL shall not constitute a Dividend unless, in
    the case of purchases of Common Shares by or on behalf of HOL or any of
    its Subsidiary Undertakings, the Volume Weighted Average Price per
    Common Share (before expenses) on any one day in respect of such
    purchases exceeds by more than 5 per cent. the Volume Weighted Average
    Price of a Common Share on the five immediately preceding dealing days
    either (1) on that day, or (2) where an announcement has been made of
    the intention to purchase Common Shares at some future date at a
    specified price, on the dealing day immediately preceding the date of
    such announcement and, if in the case of either (1) or (2), the relevant
    day is not a dealing day, the immediately preceding dealing day, in
    which case such purchase shall be deemed to constitute a Dividend to the
    extent that the aggregate price paid (before expenses) in respect of
    such Common Shares purchased by HOL or, as the case may be, any of its
    Subsidiary Undertakings exceeds the product of (i) 105 per cent. of the
    Volume Weighted Average Price of the Common Shares determined as
    aforesaid and (ii) the number of Common Shares so purchased; and 
    
(c) if HOL or any of its Subsidiary Undertakings shall purchase any receipts
    or certificates representing Common Shares, the provisions of paragraph
    (b) shall be applied in respect thereof in such manner and with such
    modifications (if any) as shall be determined in good faith by an
    Independent Financial Adviser.

(a) a distribution of Spin-Off Securities by HOL to Shareholders as a class;
    or 
   
(b) any transfer of any property or assets (including cash or shares or
    securities of or in or issued or allotted by any entity) by any entity
    (other than HOL) to Shareholders as a class or, in the case of or in
    connection with a Newco Scheme, Existing Shareholders, as a class (but
    excluding the issue and allotment of shares by Newco to Existing
    Shareholders), pursuant in each case to any arrangements with HOL or any
    of its Subsidiary Undertakings.

(d) Assents to the modification and variation of the Conditions through the
    deletion of the definition of "Capital Distribution" in Condition 4. 
    
(e) Authorises, directs, requests and empowers the Agent to concur in, and
    to execute and do, all such other deeds, instruments, acts and things
    and to take steps as may be necessary or desirable to carry out and give
    effect to the Extraordinary Resolution passed at this Meeting; and 
    
(f) Exonerates, discharges and holds harmless the Agent from all liability
    to the Bondholders and any other person in respect of any act or
    omission for which the Agent may have become responsible by reason of
    its acting in accordance with this Extraordinary Resolution or making
    any determination or exercising (or, as the case may be, not exercising)
    any power or right conferred pursuant to, or arising out of, this
    Extraordinary Resolution.

--  Heritage Oil will, within 21 days of the passing of the Extraordinary
    Resolution, pay to those Bondholders who vote on the Extraordinary
    Resolution the sum of U.S.$ 2,000.00 per U.S.$100,000 of Bonds held by
    such Bondholders; and 
    
--  If Heritage Oil pays or makes any dividend or capital distribution to
    its shareholders, Heritage Oil will pay or make to Bondholders holding
    Bonds at the record date for the relevant dividend or capital
    distribution the dividend or capital distribution they would be entitled
    to receive as if they had converted their Bonds into Ordinary Shares of
    Heritage Oil prior to such dividend or capital distribution at the
    conversion price prevailing at such record date provided that, in the
    case of any dividend or capital distribution paid or made other than in
    cash, Heritage Oil may elect instead to pay the Fair Market Value of
    such dividend or capital distribution.

1.  Meetings Provisions: the provisions governing the convening and holding
    of the Meeting are set out in Schedule 5 (Provisions for Meetings of
    Bondholders) to the Agency Agreement, copies of which are available for
    inspection as specified above. 
    
2.  Attendance in Person: the Bonds are currently represented by a Global
    Bond. A Bondholder wishing to attend and vote at the Meeting in person
    must produce at the Meeting a valid voting certificate issued by the
    Agent relating to the Bond(s), in respect of which he wishes to vote. A
    voting certificate is available on request from the Agent. Any
    Bondholder requesting a voting certificate will only be provided with
    such voting certificate where such Bondholder has also submitted
    instructions through the clearing systems in the normal way to ensure
    that the Bond(s) held by such Bondholder have been blocked in an account
    at the clearing systems to the order of the Agent pending the conclusion
    of the Meeting or any adjournment of the Meeting. 
    
3.  Attendance by Proxy: a Bondholder not wishing to attend and vote at the
    Meeting in person may EITHER apply for a voting certificate as outlined
    above, and deliver such voting certificate to the person whom he wishes
    to attend on his behalf OR request the Agent to attend the Meeting on
    his behalf and cast the votes relating to his Bonds as he directs. 
    
4.  Instructions: any Bondholder wishing to request the Agent to attend the
    Meeting on their behalf should give appropriate instructions through the
    clearing systems in the normal manner, and ensure that the Bonds held by
    such Bondholder have been blocked in an account at the clearing systems
    to the order of the Agent pending the conclusion of the Meeting or any
    adjournment of the Meeting. Voting instructions should specify clearly
    whether the Bondholder wishes to vote in favour of or against the
    Extraordinary Resolution. Prior to the Meeting, the Paying Agent will
    issue a block voting instruction in respect of all Bonds in respect of
    which it has received instructions, nominating named individuals to
    attend the Meeting (or any adjourned meeting) and specifying the number
    of votes to be cast in favour of the Extraordinary Resolution and the
    number of votes to be cast against the Extraordinary Resolution.
    Bondholders must allow sufficient time for compliance with the standard
    posting procedures of the clearance systems in order to ensure delivery
    of their instructions to the Agent in a timely fashion.
    
    Any Bondholder wishing to participate at the Meeting, either by
    attending in person or by instructing the Agent to attend on his behalf,
    must have given the relevant instructions not later than 48 hours before
    the time appointed for holding the Meeting (or the preceding business
    day, if the expiry of such 48 hour period falls on a non-business day)
    (or, if applicable, any adjournment of such Meeting). In respect of the
    Meeting, this deadline is 10.00 a.m. GMT on 29 December 2009 (the
    "Voting Deadline"). Voting instructions given in connection with the
    Original Notice will be cancelled and accordingly new voting
    instructions will need to be given by the Voting Deadline in respect of
    the Extraordinary Resolution set out in this Notice. Bonds held to the
    order of the Agent will not be released until the earlier of the
    conclusion of the Meeting or, if applicable, any adjournment of such
    Meeting. Voting instructions may not be revoked in the period from the
    Voting Deadline to the commencement of the Meeting.

5   Quorum: no business may be transacted at the Meeting unless the Meeting
    is quorate. The Meeting will be quorate if one or more Bondholders are
    present or represented by the Agent representing or holding at least 75%
    of the aggregate principal amount of the Bonds. If the quorum is not
    achieved, the Meeting will be adjourned and a further notice will be
    sent explaining when the Meeting will resume, and the quorum
    requirements that will apply when the Meeting resumes. Note, however,
    that for reasons set out above and in the Announcement, the
    Extraordinary Resolution will be not be tabled at any such adjourned
    Meeting. 
    
6.  Voting: as further set out in the Agency Agreement, at the Meeting
    (i) on a show of hands, every person who is present in person and
    produces a voting certificate or is a proxy under a block voting
    instruction shall have one vote and (ii) on a poll, every person who
    is so present shall have one vote in respect of each Bond
    represented by the voting certificate or block voting instruction in
    respect of which he is a proxy.

7.  Passing of the Extraordinary Resolution: to be passed, the
    Extraordinary Resolution shall be adopted in respect of the Bonds by
    a majority of not less than three-quarters of the votes cast by
    Bondholders present or represented at the Meeting. If passed, the
    Extraordinary Resolution will be binding on all the Bondholders,
    whether or not present at the Meeting and whether or not voting. 

8.  Further Information: Requests for voting certificates and questions
    or requests for assistance in connection with the submission or
    delivery or revocation of instructions through the clearing systems
    may be directed to the Agent (attention: Andrew Rogers) at: 

    The Bank of New York Mellon
    Corporate Trust Administration
    40th Floor
    1 Canada Square
    Canary Wharf
    London E14 5AL

    Tel: +44 (0) 207 964 4958
    Fax: +44 (0) 207 964 2536
    Email: eventsadmin@bnymellon.com

    Holders of Bonds which are held by a clearing system should contact the
    relevant corporate action departments within the relevant clearing
    system for further information in respect of their respective procedures
    for voting.
    
This notice is given by
HERITAGE OIL CORPORATION
in its capacity as issuer
of the Bonds

Dated: 23 December 2009"

Notes to Editors 
    
  --  Heritage is listed on the Main Market of the London Stock Exchange
      and is a constituent of the FTSE 250 Index. The trading symbol is
      HOIL. Heritage has a further listing on the Toronto Stock Exchange
      (TSX:HOC). 

  --  Heritage is an independent upstream exploration and production
      company engaged in the exploration for, and the development,
      production and acquisition of, oil and gas in its core areas of
      Africa, the Middle East and Russia. 

  --  Heritage has a producing property in Russia and exploration projects
      in Uganda, the Kurdistan Region of Iraq, the Democratic Republic of
      Congo, Malta, Pakistan, Tanzania and Mali. 

  --  For further information please refer to our website,
      www.heritageoilplc.com