Heritage Oil announces proposed equity financing



    /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, Oct. 25 /CNW/ - Heritage Oil Corporation (TSX: HOC) is pleased
to announce an offering of Common Shares of Heritage, which will be offered
for sale by way of a private placement in the United Kingdom and pursuant to a
short form prospectus in the provinces of British Columbia, Alberta and
Ontario in Canada. JPMorgan Cazenove Limited is acting as sole global
co-ordinator and together with Canaccord Capital Corporation, as joint
bookrunner and joint placing agent (Canaccord and JPMorgan Cazenove
collectively being the "Placing Agents") pursuant to which, the Placing Agents
will use their reasonable endeavours to procure subscribers for the Common
Shares. A receipt has been received for the preliminary short form prospectus
which was filed earlier today.
    The offering consists of new Common Shares being offered from treasury by
the Company and existing Common Shares being offered by way of a secondary
offering by Albion Energy Limited ("Albion Energy"). The final terms of the
offering will be determined at the time of pricing, which is expected to take
place on or about October 26, 2007. The proceeds from the offering of Common
Shares by Heritage will be used to fund exploration and development activities
in Uganda, the Kurdistan Region of Iraq, Russia and the Democratic Republic of
Congo, potential strategic acquisitions, as well as for general working
capital purposes.
    The Placing Agents will also use their reasonable endeavours to procure
purchasers for the secondary offering by Albion Energy which currently owns
approximately 49.2% of the issued and outstanding Commons Shares. 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
Heritage. The Placing Agents have entered into a placing agreement dated
October 25, 2007 with Albion Energy and Heritage. The placing is subject to
certain customary conditions including regulatory approval from the relevant
securities regulators in Canada.
    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 an 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.
    Each of the Placing Agents is acting exclusively for Heritage and Albion
Energy and for no one else in connection with the offering and will not be
responsible to anyone other than Heritage 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

    If you would prefer to receive press releases via email contact Kelly
        Cody (kelly@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 7155 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 3936, Email: AMWilkinson@bell-pottinger.co.uk,
NLambert@bell-pottinger.co.uk; Canada, CHF Investor Relations, Cathy
Hume/Kelly Cody, (416) 868-1079 x231/x223, cathy@chfir.com, kelly@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

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HERITAGE OIL CORPORATION

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