LONDON, UNITED KINGDOM--(Marketwire - Nov. 15, 2012) -

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR CIRCULAR. A CIRCULAR WILL BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND FROM 34 PARK STREET, LONDON, W1K 2JD AND WILL BE AVAILABLE FOR VIEWING ON THE COMPANY'S WEBSITE.

THE SECURITIES REFERRED TO HEREIN ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY PERSONS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.

Heritage Oil Plc (News - Market indicators)(LSE:HOIL), an independent upstream exploration and production company, issues its Interim Management Statement for the period from 1 July 2012 to 14 November 2012, in accordance with reporting requirements of the EU Transparency Directive.

Corporate highlights

• Acquisition of OML 30 (as defined below) in Nigeria was successfully completed in November 2012
• The acquisition of OML 30 provides a step change in Heritage's production, reserves and cash flow generation:
  • proved and probable reserves net to Heritage, gross of royalty, have increased to 412 mmbbls¹ of oil, as estimated by RPS Energy Consultants Limited
  • year end production exit rate net to Heritage is estimated to be c.11,350 bopd²
• Initial sale of a 26% interest in the Miran Block, in the Kurdistan Region of Iraq ("Kurdistan") announced in August 2012
• Proposed divestment of the remaining 49% interest in the Miran Block, Kurdistan, as repayment of exchangeable loan, announced in November 2012
• Total cash proceeds of $450 million received in August 2012
• Production for the third quarter 2012 averaged 617 bopd, a 9% increase over the first half of the year
• Cash position of approximately $172 million, excluding approximately $405 million related to the Ugandan tax dispute, as at 30 September 2012
• To date 15.3% of PetroFrontier Corp. ("PetroFrontier") has been acquired for investment purposes

Operational highlights

• Legacy 2D seismic data has been reprocessed on the Rukwa Production Sharing Agreement ("PSA"), Tanzania
• A further 650 kilometres of 2D seismic data will be acquired on the Rukwa PSA
• A full tensor gravity survey has now been completed and interpreted on the Kyela PSA, Tanzania
• Initial work-over operations to prepare the Miran West-1 well, Kurdistan, for completion took place during September 2012

Tony Buckingham, Chief Executive Officer, commented:

"It has been an exciting time for Heritage Oil as we have completed a significant acquisition providing the Company with cash generating assets and a substantial increase in our reserves and production outlook. Our interest in Nigeria provides a new direction for the Company and a larger foundation upon which we can build. The current management team has been very successful in value creation for Heritage, generating cash of over $2 billion from asset sales in the last decade. We look forward to completing the proposed divestment of the Miran asset and focusing on opportunities to expand our portfolio."

TRANSACTIONS

Acquisition of OML 30, Nigeria

On 9 November 2012, Heritage announced that Shoreline Natural Resources Limited ("Shoreline"), a special purpose private Nigerian company formed between a subsidiary of Heritage and a local Nigerian partner, Shoreline Power Company Limited ("Shoreline Power"), successfully completed the acquisition of a 45% participating interest in a producing oil mining licence in Nigeria ("OML 30"), together with a 45% interest in other assets under the joint operating agreement for OML 30, for a total cash consideration of US$850 million, net of costs (the "Acquisition"). 

OML 30, located onshore in the delta region, covers 1,097 square kilometres and includes eight producing fields with oil and gas contained in numerous stacked reservoirs, and the Acquisition Assets include a 45% interest in the segment of the Trans Forcados pipeline between the Eriemu Manifold and the Forcados River Manifold. 

The Acquisition provides a significant increase to the net proved and probable reserves of Heritage which increase from 65 mmbbls to 412 mmbbls, gross of royalty, based on the competent person's report produced by RPS Energy Consultants Limited and included in the Company's prospectus published on 6 August 2012 in connection with the Acquisition. It is expected that the year end production exit rate for Heritage will increase to c.11,350 bopd, compared to an average production of 617 bopd for the Company in the third quarter 2012. This is based on Heritage's participating interest in Shoreline, assuming the exercise of an option by Shoreline Power to acquire a 30% participating interest in Shoreline.

There is the potential to both increase and stabilise production in the near term through refurbishing infrastructure and re-starting non-producing existing wells. Additionally, existing wells can be worked over to improve completions and gas lift can be installed in a number of existing wells without artificial lift. In the longer term, drilling will target additional reservoir intervals which will provide a further increase in production levels. It is expected that OML 30 will be cash generative immediately.

The Acquisition and partnership with Shoreline Power enhances Heritage's profile in Nigeria and creates a platform for further growth in this prolific hydrocarbon region.

Proposed Divestment

On 22 August 2012, Heritage and its wholly owned subsidiary, Heritage Energy Middle East Limited ("HEME"), announced the completion of the sale of a 26% interest in the production sharing contract relating to the Miran Block (the "Miran PSC") in Kurdistan and corresponding interest in the related joint operating agreement (the "Miran JOA") to Genel Energy plc ("Genel") for cash consideration of US$156 million (the "Initial Sale") and receipt of a $294 million exchangeable loan provided by Genel to the Company (the "Loan"). In accordance with the terms of the Initial Sale, it was deemed to have taken effect on 1 July 2012.

On 12 November 2012, Heritage announced the proposed divestment of HEME's remaining 49% interest in the Miran PSC and the Miran JOA to Genel Energy (Miran) Limited, a wholly owned subsidiary of Genel for consideration equal to the aggregate of the principal amount of the Loan and the sum of all cash calls paid or payable by Genel to the operator of the Miran Block on HEME's behalf in respect of its 49% interest, from 1 July 2012 until completion of the proposed divestment (the "Divestment").

The proposed Divestment constitutes a class 1 transaction under Listing Rules of the Financial Services Authority ("FSA") and therefore requires approval by the Company's shareholders. A shareholder circular in respect of the proposed Divestment, together with a notice to convene an extraordinary general meeting of the Company's shareholders, is being prepared and will be sent to shareholders in due course.

The Board of Directors believe that the proposed Divestment is the most advantageous Loan repayment option and is in the best interests of the Company's shareholders as a whole. The valuation achieved is considered by the Board to be attractive taking into account the stage of development and the significant future capital expenditure requirements associated with developing the Miran gas field, as described in the independent technical report prepared by RPS Energy Consultants Limited and included in the Company's prospectus published on 6 August 2012.

OPERATIONS

Kurdistan

Following the Initial Sale, HEME currently holds a 49% interest in the Miran Block and continues to act as operator. 

Miran West

Initial work-over operations to prepare the Miran West-1 well for completion took place during September 2012. It is anticipated that the extended well test will begin in December 2012 and will last for a maximum period of six months. The resulting planned production of 3,000 to 5,000 barrels of oil gross per day will be sold into the local market in Kurdistan.

Miran East

The Miran East-1 exploration well is the first well to be drilled on the Eastern structure, which is contiguous with the large hydrocarbon-bearing Western structure. The well commenced drilling in March 2012, targeting exploration potential within the Cretaceous and Jurassic intervals. As at 14 November 2012, the well has reached a depth of 4,850 metres and evaluation of the well is ongoing. The Upper Cretaceous reservoir interval has been shown to be in pressure communication with the Western structure and shows observed whilst drilling the Lower Cretaceous section are consistent with wireline log interpretation indicating the presence of hydrocarbons. Well operations are ongoing and expected to take up to six weeks.

Tanzania

The work programme in respect of the Rukwa PSA in Tanzania, awarded in November 2011, commenced in early 2012 with reprocessing 2,300 kilometres of legacy 2D seismic data acquired from the Tanzanian Petroleum Development Corporation. Heritage is shortly to acquire an additional 650 kilometres of 2D seismic data to infill this legacy data.

The work programme in respect of the Kyela PSA, awarded in January 2012, commenced with the acquisition of a full tensor gravity survey which has now been interpreted. The acquisition of 100 kilometres of 2D seismic data has commenced and this is intended to further delineate features of interest identified in the gravity data.

The Company expects its assessment of the Rukwa and Kyela block's to be assisted by certain geological similarities between these blocks and the Albert Basin of Uganda, where the Company has gained previous experience and commercial success.

Libya

Heritage established a base in Benghazi in the first half of 2011, having been in discussions with senior members of the National Transitional Council, the legitimate and recognised government of Libya at the time, as well as with its Executive Committee, the National Oil Company ("NOC") and certain subsidiaries. The dialogue with these parties continues, with Heritage now also active in Tripoli and exploring ways to assist the newly appointed Interim Government (under the General National Congress elected in July 2012), the NOC and the state oil companies rehabilitate and re-shape Libya's hydrocarbons sector, placing it on a sustainable path that will meet the needs of the country going forward. Work is ongoing through Sahara Oil Services in Benghazi, the gateway to the majority of Libya's current producing fields, with the aim of playing a key role in the substantial amounts of rehabilitation work needed to resume, maintain and increase Libya's hydrocarbon production in line with NOC and Oil Ministry targets.

Russia

Production for the third quarter of 2012 averaged 617 bopd, a 9% increase over the first half of the year, due to resolution of a temporary mechanical issue on well 363. Work is ongoing for developing the field using horizontal drilling techniques following the success of the well drilled last year.

CORPORATE

As at 30 September 2012, Heritage had a cash position of approximately $172 million, excluding amounts related to the Uganda tax dispute of approximately $405 million.

Heritage has continued to acquire common shares ("Shares") of PetroFrontier for investment purposes and currently holds 15.3% of the outstanding Shares of PetroFrontier. PetroFrontier is listed on the TSX Venture Exchange and has a high-impact drilling programme in Australia targeting billions of barrels of resources.

UGANDA

As previously announced on 6 August 2012, multiple proceedings in connection with the sale of the Group's interests in Blocks 1 and 3A in Uganda to Tullow Uganda Limited remain ongoing:

1. Heritage Oil & Gas Limited ("HOGL"), the Company's wholly owned subsidiary, is engaged in appeals to the Ugandan High Court;
2. HOGL is also engaged in international arbitration proceedings in London against the Ugandan Government which commenced last year; and
3. Heritage and HOGL are together engaged in defending Commercial Court proceedings in the High Court of Justice in London in respect of claims made by Tullow Uganda Limited.

Heritage's position, based on comprehensive advice from leading counsel, legal and tax experts is that no tax is payable in respect of the sale of the Group's interests in Blocks 1 and 3A in Uganda.

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 (News - Market indicators).
  
  
• 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 producing assets in Nigeria and Russia, exploration assets in Malta, Tanzania, Pakistan, Libya and the Democratic Republic of Congo and an exploration, appraisal and development asset in Kurdistan (being the asset which is the subject of the proposed Divestment). 
  
  
• Following completion of the proposed Divestment, Heritage will no longer hold an interest in the Miran Block.
  
  
• All dollars are US$ unless otherwise stated.
  
  
• For further information please refer to our website, www.heritageoilplc.com.
  
  

This press release is not for distribution to United States Newswire Services or for dissemination in the United States.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the FSA, is acting as sole Sponsor to Heritage in connection with the proposed Divestment and will not be responsible to anyone other than Heritage for providing the protections afforded to its clients nor for providing advice in relation to such matters or any other matters set out in this announcement. For the purposes of this announcement, references to "J.P. Morgan Cazenove" are to J.P. Morgan Limited.

Standard Bank is authorised and regulated in the United Kingdom by the FSA, is acting as sole Financial Adviser to Heritage and for no one else in connection with the proposed Divestment and will not be responsible to anyone other than Heritage for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.

If you would prefer to receive press releases via email please contact Jeanny So (jeanny@chfir.com) and specify "Heritage press releases" in the subject line.

Certain information in this announcement is based on management estimates. Such estimates have been made in good faith and represent the genuine belief of applicable members of management. Those management members believe that such estimates are founded on reasonable grounds. However, by their nature, estimates may not be correct or complete. Accordingly, no representation or warranty (express or implied) is given that such estimates are correct or complete. No representation or warranty (express or implied) is given that such estimates are so founded. Neither the Company nor J.P. Morgan Cazenove or Standard Bank undertake any obligation to correct or complete any estimate whether as a result of being aware of information (new or otherwise), future events or otherwise.

Overseas shareholders

This announcement has been prepared for the purposes of complying with English law and the Listing Rules of the FSA and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Persons who are not resident in the United Kingdom may be affected by the laws of jurisdictions other than the United Kingdom. Such persons should inform themselves about and observe any applicable requirements of such jurisdictions. Any failure by such persons to comply with any applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Divestment, J.P. Morgan Cazenove and Standard Bank disclaim any responsibility or liability for the violation of such restrictions by any person.

Copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Persons receiving this announcement (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute this announcement in, into or from any such jurisdictions.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements include, but are not limited to, statements with regard to the outcome of the proposed Divestment, Loan, future production and grades, projections for sales growth, estimated revenues, reserves and resources, targets for cost savings, the construction cost of new projects, the timing and outcome of exploration projects and drilling programmes, projected capital expenditures, the timing of new projects, future cash flow and debt levels, the outlook for the prices of hydrocarbons, the integration of acquisitions, the outlook for economic recovery and trends in the trading environment, statements about strategies, cost synergies, revenue benefits or integration costs and production capacity and future production levels and timing, and may be (but are not necessarily) identified by the use of words such as "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "aims", "plans", "predicts", "continues", "assumes", "positioned", "will", or "should" and other similar expressions that are predictions of or indicate future events and future trends or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations. An investor should not place undue reliance on forward-looking statements because, by their nature, they involve known and unknown risks, uncertainties and other factors and relate to events and depend on circumstances that may or may not occur in the future that are in many cases beyond the control of the Company. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. In particular, there is no assurance that the conditions precedent to completion of the proposed Divestment will be satisfied or waived and the Company may not realise the anticipated benefits, operational and other synergies and/or cost savings from the proposed Divestment or the Loan repayment. 

Any forward-looking statements in this announcement reflect the Company's view with respect to future events as at the date of this announcement and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. None of the Company, J.P. Morgan Cazenove or Standard Bank undertake any obligation publicly to release the results of any revisions or up-dates to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.

Subject to certain exceptions, neither this announcement nor any copy of it may be taken or transmitted into the United States, its territories or possessions or distributed, directly or indirectly, in or into the United States, its territories or possessions. Neither this announcement nor any copy of it may be taken or transmitted into any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of United States or other applicable securities law. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act"), and may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of any securities of Heritage in the United States. The securities referred to herein have not been and will not be registered under the applicable securities laws of any other restricted jurisdiction and, subject to certain exceptions, may not be offered or sold within any jurisdiction where to do so would constitute a violation of the relevant laws or to any national, resident or citizen of such jurisdiction.

This announcement constitutes an advertisement within the meaning of the Prospectus Rules of the FSA and is not a prospectus and has been prepared solely in connection with the proposed Divestment. Copies of certain corporate documents relating to certain matters discussed herein are/will be available from the Company's registered office and from 34 Park Street, London, W1K 2JD and are/will be available for viewing on the Company's website at www.heritageoilplc.com.

Important Information

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, exchange, or transfer any securities of Heritage. The value of ordinary shares of Heritage and exchangeable shares of Heritage Oil Corporation exchangeable into ordinary shares of Heritage can go down as well as up and past performance cannot be relied on as a guide to future performance.

¹ Zapadno Chumpasskoye Field plus OML 30, as of 31 March 2012. Gross of royalty and assuming Shoreline Power option to acquire a 30% participating interest in Shoreline will be exercised.

² Assuming Shoreline Power option to acquire a 30% participating interest in Shoreline will be exercised.