Shareholders of Heritage Oil Corporation Overwhelmingly Approve Reorganization



    /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./

    CALGARY, March 24 /CNW/ - Heritage Oil Corporation (TSX: HOC) today
announced that it has received securityholder and court approval of its
previously announced corporate reorganization (the "Arrangement"). In excess
of 99.9% of all Heritage shareholders and more than 99.9% of all Heritage
shareholders and optionholders together voted to approve the Arrangement at a
special meeting of Heritage held today. A total of 18,061,661 votes were cast
in favour of the Arrangement, representing 99.97% of the eligible votes.
Approximately 98% of the common shares of Heritage will be exchanged for
ordinary shares ("Ordinary Shares") of Heritage Oil Limited, the proposed
holding company of Heritage following completion of the Arrangement, and the
balance will be exchanged for exchangeable shares ("Exchangeable Shares") of
the Company.
    In addition, the Court of Queen's Bench of Alberta has granted a final
order to approve the Arrangement. Completion of the Arrangement and the
proposed admission of the Ordinary Shares and the Exchangeable Shares to the
Official List of the Financial Services Authority and to trading on the Main
Market of the London Stock Exchange plc ("Admission") is expected to occur
prior to March 31, 2008. The listing of the Exchangeable Shares on the Toronto
Stock Exchange is expected to occur shortly after the completion of the
Arrangement.
    Mr. Anthony Buckingham, CEO of the Company, stated:
    "These results prove that there is overwhelming support for this
transaction. Clearly shareholders have shown that they support the Board's
strategy. I would like to extend thanks to shareholders for their support and
in taking time to cast their votes."


    
    Note to Editors:

    -  Heritage is an international oil and gas corporation with a
       diversified portfolio of properties, including producing properties in
       Oman and Russia and exploration projects in Uganda, the Democratic
       Republic of Congo, the Kurdistan Region of Iraq, Mali, Pakistan and
       Malta.

    -  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 please contact
       Lindsay Carpenter (lindsay@chfir.com) and specify "Heritage press
       releases" in the subject line.
    

    General

    This announcement has been prepared and issued by Heritage and is the
sole responsibility of Heritage. JPMorgan Cazenove Limited is acting
exclusively as financial adviser to Heritage and for no-one else in connection
with the Arrangement and Admission and will not be responsible to anyone other
than Heritage for providing the protections afforded to its customers or for
providing advice in relation to the Arrangement, Admission or any arrangement
referred to herein.
    No stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein.
    This announcement does not contain or constitute or form part of an offer
of securities for sale in any jurisdiction, including the United States. The
securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may
not be offered or sold in the United States (as such term is defined in
Regulation S under the Securities Act) unless they are registered under the
Securities Act or pursuant to an available exemption therefrom. No public
offering of the Ordinary Shares or the Exchangeable Shares is being made in
the United States.
    The distribution of this announcement and other information in connection
with the Arrangement and Admission may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
    Past performance is no guide to future performance and persons needing
advice should consult an independent financial adviser.
    This announcement (or any part of it) and the information contained
herein is not to be reproduced, published, distributed, passed on, or the
contents otherwise divulged, directly or indirectly, in or into the United
States, Australia, Japan or the Republic of South Africa, or any other
jurisdiction where such reproduction or distribution would be unlawful, and
does not constitute, or form part of, an offer of securities for sale into the
United States, Australia, Japan or the Republic of South Africa, or any other
jurisdiction. This announcement is for information purposes only and does not
constitute or form part of an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of the securities referred to herein in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration, exemption from registration or qualification under the
securities law of any such jurisdiction.

    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 as well as statements
about the proposed Arrangement, including the timing, implementation or
completion of the Arrangement and Admission - 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; risks relating to the completion of the Arrangement
on its proposed terms, in the time frame proposed or at all; production and
operating costs 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: Financial Adviser: JPMorgan Cazenove Limited,
Ian Hannam, Neil Haycock, James Taylor, Tel: +44 (0) 20 7588 2828; Investors
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, Lindsay Carpenter, (416) 868-1079 x231, x239,
cathy@chfir.com, lindsay@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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