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                              For                    Against
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                        Votes (by                  Votes (by
                        principal                  principal
                        amount of    % Votes       amount of    % Votes
Description                Bonds)       Cast          Bonds)       Cast
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EXTRAORDINARY
 RESOLUTION           118,900,000        100             NIL        NIL
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1.  the following amendments have been made to the Terms contained in the
    Agency Agreement:

    (a) the second paragraph under the heading "Terms and Conditions of the
        Bonds" be deleted in its entirety and replaced with the following:

"The issue of the U.S.$165,000,000 8.00 per cent. Convertible Bonds due
2012 (the "Bonds", which expression shall, unless otherwise indicated,
include any further bonds issued pursuant to Condition 16 and consolidated
and forming a single series with the Bonds) was (save in respect of any
such further bonds) authorised by a resolution of the Board of Directors
of Heritage Oil Corporation (the "Issuer") passed on 13 February 2007. A
Paying and Conversion Agency Agreement dated 16 February 2007 (as amended
by an agreement dated 31 March 2008 between the Issuer, The Bank of New
York Mellon and Heritage Oil Plc, a company incorporated in Jersey with
registered number 99922 ("HOP") and as further amended by an agreement
dated 31 December 2009 between the Issuer, The Bank of New York Mellon
and HOP) (the "Agency Agreement") has been entered into in relation to
the Bonds between the Issuer and The Bank of New York Mellon (the "Paying
and Conversion Agent", which expression shall include any successor as
paying and conversion agent under the Agency Agreement). The Agency
Agreement includes the form of Bonds and the Coupons (as defined below).
Copies of the Agency Agreement and the Security Deed (as defined below)
are available for inspection at the specified offices of the Paying
and Conversion Agent. The holders of the Bonds (the "Bondholders") and
the holders of the Coupons (whether or not attached to them) (the
"Couponholders") are deemed to have notice of all the provisions of the
Agency Agreement applicable to them.";

(b) in condition 1(a) (Form), the reference to "HOL" be deleted and replaced
    with a reference to "HOP";

(c) in the second and the final paragraph of condition 2 (Status and
    Security), the references to "The Bank of New York" be deleted and
    replaced with references to "The Bank of New York Mellon";

(d) in condition 3 (Negative Covenants):

    (i) condition 3(a) (Dividend Restriction) be deleted in its entirety,
        and existing condition 3(b) (Restrictions on secured indebtedness)
        and 3(c) (Negative Pledge) be renumbered accordingly; and

   (ii) in condition 3(a) (as renumbered pursuant to the previous
        sub-clause of the Deed of Amendment) (Restrictions on secured
        indebtedness) and 3(b) (as renumbered pursuant to the previous
        sub-clause of the Deed of Amendment) (Negative Pledge), the
        references to "HOL" be deleted and replaced with references
        to "HOP";

(e) in condition 4 (Definitions):

    (i) the references to "HOL" be deleted and replaced with references to
        "HOP" in the following definitions:

        A.  "Group";

        B.  "Newco Scheme"; and

        C.  "Relevant Event"; and

   (ii) the definition of "Capital Distribution" be deleted;

(f) in condition 6 (Conversion of Bonds into Common Shares):

    (i) in the final paragraph of condition 6(a) (Conversion Period and
        Conversion Price), in condition 6(b)(i), 6(b)(ii) (as amended
        pursuant to the Resolution) and 6(b)(iii) to (viii) inclusive, and
        in condition 6(e) (Employees' Share Schemes) and 6(l) (Purchase or
        Redemption by the Issuer of its own Shares), the references to "HOL"
        be deleted and replaced with references to "HOP"; and

   (ii) condition 6(b)(ii) be deleted in its entirety and replaced with the
        following:

"Capital Distribution: If and whenever HOP shall pay or make any Dividend
(as defined below) to the Shareholders, HOP shall make or pay to the holder
of each Bond which is outstanding on the record date for such Dividend an
amount or distribution (the "Pass-through Dividend") which is equal to the
Dividend which would be received by the holder of a number of Common Shares
equal to the number of Common Shares to which the holder of such Bond would
have been entitled if it had exercised its Conversion Rights on the record
date for the relevant Dividend, PROVIDED THAT, in the event that the
relevant Dividend is paid or made otherwise than in cash, HOP may elect
instead to pay the Fair Market Value of the Pass-through Dividend.

No adjustment to the Conversion Price will be made in respect of any
Dividend paid or made by HOP.

For the purposes of the above, the Fair Market Value of a Dividend
shall (subject as provided in paragraph (a) of the definition of
"Dividend" below and in the definition of "Fair Market Value" below)
be determined as at the date of the first public announcement of the
relevant Dividend.

In making any such calculation, such adjustments (if any) shall be made as
an Independent Financial Adviser considers appropriate to reflect any
consolidation or subdivision of any Common Shares or the issue of Common
Shares.

"Dividend" means any dividend or distribution (including a Spin-Off)
whether of cash, securities, assets or other property, and whenever
paid or made and however described (and for these purposes a distribution
of assets includes without limitation an issue of Common Shares or other
Securities) provided that:

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 HOP by HOP or any
    Subsidiary Undertaking of HOP shall not constitute a Dividend unless, in
    the case of purchases of Common Shares by or on behalf of HOP 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 HOP 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 HOP 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.

"Fair Market Value" means, with respect to any property on any date,
the fair market value of that property as determined in good faith by
an Independent Financial Adviser provided that (i) the Fair Market Value
of a cash Dividend paid or to be paid shall be the amount of such cash
Dividend; (ii) the Fair Market Value of any other cash amount shall be
the amount of such cash; (iii) where Spin-Off Securities, options,
warrants or other rights are publicly traded in a market of adequate
liquidity (as determined by an Independent Financial Adviser), the fair
market value (a) of such Spin-Off Securities shall equal the arithmetic
mean of the daily Volume Weighted Average Price of such Spin-Off
Securities and (b) of such options, warrants or other rights shall
equal the arithmetic mean of the daily closing prices of such options,
warrants or other rights, in the case of both (a) and (b) during the
period of five dealing days on the relevant market commencing on such
date (or, if later, the first such dealing day such Spin-Off Securities,
options, warrants or other rights are publicly traded); and (iv) in the
case of (i) translated into the Relevant Currency (if declared or paid
in a currency other than the Relevant Currency) at the rate of exchange
used to determine the amount payable to Shareholders who were paid or are
to be paid or are entitled to be paid the cash Dividend in the Relevant
Currency; and in any other case, converted into the Relevant Currency
(if expressed in a currency other than the Relevant Currency) at such rate
of exchange as may be determined in good faith by an Independent
Financial Adviser to be the Prevailing Rate of Exchange at the close of
business on that date (or if no such rate is available on that date
the equivalent rate on the immediately preceding date on which such a
rate is available).

"Spin-Off" means:

A.  a distribution of Spin-Off Securities by HOP 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 HOP) 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 HOP or any
    of its Subsidiary Undertakings.

"Spin-Off Securities" means equity shares of an entity other than HOP."; and

   (g)  in condition 10 (Events of Default) and 11 (Undertakings), all
        references to "HOL" be deleted and replaced with references to
        "HOP"."; and

2.  such further consequential amendments have been made to the Agency
    Agreement, including the Form of Definitive Bond and the Form of
    Permanent Global Bond, as were necessary to give effect to the
    amendments referred to in paragraph 1 above and to reflect the change of
    name of Heritage Oil Limited to Heritage Oil Plc.

                                                     This notice is given by
                                                    HERITAGE OIL CORPORATION
                                                   in its capacity as issuer
                                                                of the Bonds

Dated: 31 December 2009"

--  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