Heritage Oil announces closing of equity financing raising CAD $181.5 million



    /THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
    DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, SOUTH AFRICA,
    AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
    THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES,
    SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME
    WOULD BE UNLAWFUL./

    Heritage Oil Corporation ("Heritage" or the "Company")

    CALGARY, Nov. 14 /CNW/ - Heritage Oil Corporation (TSX: HOC) is pleased
to report that it has closed its previously announced equity offering of
common shares of the Company ("Common Shares"). At closing, a total of
3,000,000 Common Shares were issued from treasury at a price of CAD $60.50 per
Common Share for gross proceeds of CAD $181.5 million to the Company. In
addition, Albion Energy Limited ("Albion Energy") sold 3,000,000 Common Shares
at a price of CAD $60.50 per Common Share for gross proceeds of CAD
$181.5 million. The ultimate owner of Albion Energy is a discretionary trust,
a potential beneficiary of which is Mr. Anthony Buckingham, a Director and
Chief Executive Officer of the Company.
    Net proceeds to the Company from the issue, when combined with existing
cash and cash equivalents will total approximately US $230 million, which will
be used to fund ongoing exploration and development activities as well as for
general working capital purposes during the next two years. More specifically,
the net proceeds will allow the Company to pursue more aggressively some of
its high-impact opportunities as well as continue the development of its
interests in producing fields in Oman and Russia. Such opportunities include:

    
    -  accelerating the exploration and potential subsequent development of
       the Company's existing assets, notably in Uganda and the Kurdistan
       region of Iraq;

    -  continuing the development of the Company's existing assets in Oman
       and Russia; and

    -  acquiring additional assets in the Company's core areas of Africa, the
       Middle East and Russia and in new countries.
    

    Mr. Tony Buckingham, CEO, stated:

    "We consider this equity financing to be a turning point in the
development of the Company, allowing it to accelerate work programs as well as
providing flexibility to expand the existing portfolio of assets. The strong
equity backing of Heritage is a testament to the Company's existing portfolio
and management team."
    JPMorgan Cazenove Limited ("JPMorgan Cazenove") acted as sole global
co-ordinator and together with Canaccord Capital Corporation ("Canaccord"), as
joint bookrunner and joint placing agent (JPMorgan Cazenove and Canaccord
collectively being the "Placing Agents"), in procuring purchasers for the
Common Shares.
    Following the closing of the equity financing discussed above, as of
today's date there are 25,467,749 Common Shares issued and outstanding, of
which 8,059,946, or 32% of all Common Shares issued and outstanding, are owned
by Albion Energy.
    The securities offered have not been, and will not be, registered under
the United States Securities Act of 1933, as amended, or any state securities
laws, and, except pursuant to any applicable exemption from registration
requirements, may not be offered, sold or delivered, directly or indirectly,
in the United States of America or its territories or possessions or to or for
the account or benefit of any U.S. person. This press release does not
constitute an offer to sell or solicitation of an offer to buy any of the
securities nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful.
    No stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein.
    This announcement is for information purposes only and does not
constitute an offer or invitation to acquire or dispose of any securities or
investment advice in any jurisdiction.
    Outside of Canada, each of the Placing Agents is acting exclusively for
the Company and Albion Energy and for no one else in connection with the
offering and will not be responsible to anyone other than the Company and
Albion Energy for providing the protections afforded to customers of such
Placing Agent or for providing advice in relation to the offering or any
transaction or arrangement referred to herein.
    Past performance is no guide to future performance and persons needing
advice should consult an independent financial adviser.
    No prospectus or other offering document has been or will be submitted to
be approved by the Financial Services Authority (the "FSA") in the United
Kingdom in relation to the offering.
    In the United Kingdom, this announcement is directed only at persons
whose ordinary activities involve them in acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are (i) Qualified Investors as defined in Section 86(7) of the
Financial Services and Markets Act 2000 ("FSMA") and (ii) fall within Article
19(5) of the FSMA (Financial Promotion) Order 2005, as amended (the "Order")
or are persons who fall within Article 49(2)(a) to (d) ("High net worth
companies, unincorporated associations, etc.") of the Order (all such persons
together being referred to as "Relevant Persons"). This announcement must not
be acted on or relied on by persons in the United Kingdom who are not Relevant
Persons.
    In member states of the European Economic Area ("EEA"), this announcement
is only addressed to and directed at persons who are 'qualified investors'
("Qualified Investors") within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). Any
person in the EEA who initially acquires any securities in the offering or to
whom any offer of securities is made will be deemed to have acknowledged and
agreed that they are such a Qualified Investor.

    Note to Editors:

    
    -  Heritage is an international oil and gas corporation with a
       diversified portfolio of properties, including a producing property in
       the Sultanate of Oman, a development property in Russia and
       exploration projects in the Republic of Uganda, the Democratic
       Republic of Congo and the Kurdistan region of Iraq.

    -  For further information please refer to our website at
       www.heritageoilcorp.com.

     This press release is not for distribution to United States Newswire
      Services or for dissemination in the United States, South Africa,
                             Australia and Japan.


        If you would prefer to receive press releases via email contact
               Sarah Gingerich (sarah@chfir.com) and specify
               "Heritage press releases" in the subject line.
    

    FORWARD-LOOKING STATEMENTS:

    Except for statements of historical fact, all statements in this news
release - including, without limitation, statements regarding production
estimates and future plans and objectives of Heritage - are forward-looking
statements that involve various risks and uncertainties. There can be no
assurance that such statements will prove to be accurate; actual results and
future events could differ materially from those anticipated in such
statements. Factors that could cause actual results to differ materially from
anticipated results include risks and uncertainties such as: risks relating to
estimates of reserves and recoveries; production and operating cost
assumptions; development risks and costs; the risk of commodity price
fluctuations; political and regulatory risks; and other risks and
uncertainties as disclosed under the heading "Risk Factors" in its AIF and
elsewhere in Heritage documents filed from time-to-time with the Toronto Stock
Exchange and other regulatory authorities. Further, any forward-looking
statement is made only as of a certain date and the Company undertakes no
obligation to update any forward-looking statement or statements to reflect
events or circumstances after the date on which such statement is made or
reflect the occurrence of unanticipated events, except as may be required by
applicable securities laws. New factors emerge from time to time, and it is
not possible for management of the Company to predict all of these factors and
to assess in advance the impact of each such factor on the Company's business
or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statement.

    %SEDAR: 00010129E




For further information:

For further information: Global co-ordinator, joint bookrunner & joint
placing agent: JPMorgan Cazenove Limited, Ian Hannam, Neil Haycock, Tel: +44
(0) 20 7588 2828, Email: www.jpmorgancazenove.com; Joint bookrunner & joint
placing agent: Canaccord Capital Corporation, Jeffrey Auld, Chris Bowman, +44
(0) 20 7050 6500, www.canaccordadams.com; Investor Relations, PR - Europe,
Bell Pottinger Corporate & Financial, Ann-marie Wilkinson, Nick Lambert, Tel:
+44 (0) 20 7861 3232, Email: AMWilkinson@bell-pottinger.co.uk,
NLambert@bell-pottinger.co.uk; Canada, CHF Investor Relations, Cathy Hume,
(416) 868-1079 x231, cathy@chfir.com; Heritage Oil Corporation, Tony
Buckingham, Paul Atherton, Tel: +41 91 973 1800, +44 870 011 5555, (403)
234-9974, Email: info@heritageoilcorp.com

Organization Profile

HERITAGE OIL CORPORATION

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