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Heritage Oil Plc: PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

LONDON, UNITED KINGDOM -- (Marketwired) -- 05/20/14 -- Heritage Oil Plc (LSE: HOIL) -

1. KEY INFORMATION


----------------------------------------------------------------------------
(a) Identity of the party to the offer or person    Heritage Oil Plc
    acting in concert making the disclosure:
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(b) Owner or controller of interests and short
    positions disclosed, if different from 1(a):
    The naming of nominee or vehicle companies is
    insufficient
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(c) Name of offeror/offeree in relation to whose    Heritage Oil Plc
    relevant securities this form relates:
    Use a separate form for each offeror/offeree
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(d) Status of person making the disclosure:         OFFEREE
    e.g. offeror, offeree, person acting in concert
    with the offeror/offeree (specify name of
    offeror/offeree)
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(e) Date dealing undertaken:                        16 May 2014
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(f) Has the party previously disclosed, or is it    NO
    today disclosing, under the Code in respect of
    any other party to this offer?
----------------------------------------------------------------------------

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing


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Class of relevant security:
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                                             Interests       Short positions
                                        ------------------------------------
                                           Number        %   Number        %
----------------------------------------------------------------------------
(1) Relevant securities owned and/or
     controlled:                                -        -        -        -
----------------------------------------------------------------------------
(2) Derivatives (other than options):           -        -        -        -
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(3) Options and agreements to
     purchase/sell:                             -        -        -        -
----------------------------------------------------------------------------
    TOTAL:                                    Nil        -      Nil        -
----------------------------------------------------------------------------

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities (including directors' and other executive options)


----------------------------------------------------------------------------
Class of relevant security in relation to which subscription right    -
 exists:
----------------------------------------------------------------------------
Details, including nature of the rights concerned and relevant        -
 percentages:
----------------------------------------------------------------------------

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE

(a) Purchases and sales


----------------------------------------------------------------------------
 Class of relevant
      security        Purchase/Sale   Number of securities   Price per unit
----------------------------------------------------------------------------
N/A
----------------------------------------------------------------------------

(b) Derivatives transactions (other than options)


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                                 Nature of dealing
                                       e.g.
                                 opening/closing a
                                    long/short
                                     position,
                                    increasing/
                      Product       reducing a      Number of
 Class of relevant  description    a long/short     reference    Price per
      security        e.g. CFD       position       securities      unit
----------------------------------------------------------------------------
N/A
----------------------------------------------------------------------------

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying


----------------------------------------------------------------------------
                      Writing,  Number of             Type           Option
           Product  purchasing, securities            e.g.           money
Class of description  selling,   to which  Exercise American,         paid/
relevant  e.g. call   varying,    option  price per European Expiry received
security    option      etc.     relates     unit     etc.    date  per unit
----------------------------------------------------------------------------
N/A
----------------------------------------------------------------------------

(ii) Exercising


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                                  Product
                                description
                                 e.g. call   Number of    Exercise price per
 Class of relevant security       option     securities          unit
----------------------------------------------------------------------------
Exchangeable shares of no par   Shares       2,256,818    One ordinary share
 value in the capital of                                  of no par value in
 Heritage Oil Corporation (each                           the capital of
 an "Exchangeable Share")                                 Heritage Oil Plc
                                                          per Exchangeable
                                                          Share
----------------------------------------------------------------------------

(d) Other dealings (including subscribing for new securities)


----------------------------------------------------------------------------
                             Nature of dealing
                             e.g. subscription,          Price per unit (if
 Class of relevant security     conversion      Details      applicable)
----------------------------------------------------------------------------
N/A
----------------------------------------------------------------------------

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements


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Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the party
to the offer or person acting in concert making the disclosure and any other
person:
If there are no such agreements, arrangements or understandings, state
"none"
----------------------------------------------------------------------------
NONE
----------------------------------------------------------------------------

(b) Agreements, arrangements or understandings relating to options or derivatives


----------------------------------------------------------------------------
Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer or person acting in concert making the
 disclosure and any other person relating to:
(i)  the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
     securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state
 "none"
----------------------------------------------------------------------------
NONE
----------------------------------------------------------------------------

(c) Attachments

Are any Supplemental Forms attached?


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Supplemental Form 8 (Open Positions)                                   NO
----------------------------------------------------------------------------
Supplemental Form 8 (SBL)                                              NO
----------------------------------------------------------------------------

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Date of disclosure:                                     20 May 2014
----------------------------------------------------------------------------
Contact name:
----------------------------------------------------------------------------
Telephone number:
----------------------------------------------------------------------------

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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