8 April 2021

Victoria Oil & Gas Plc

("VOG" or the "Company")

Loan Note

Victoria Oil & Gas Plc, whose wholly owned subsidiary, Gaz du Cameroun S.A. ("GDC"), the onshore gas producer and distributor with operations located in the port city of Douala, Cameroon, is pleased to announce that it has entered into a definitive agreement with Hadron Master Fund ("Hadron") to raise gross proceeds of £1.25 million through the issue of an unsecured loan note (the "Loan Note"). The proceeds from the issue of the Loan Note will be utilised for general working capital purposes.

The key terms of the Loan Note are set out below:

·    The repayment date is 5 April 2022; and on the repayment date VOG shall repay 110% of the aggregate Loan Note principal amount without further interest.

·    Pursuant to the terms of the Loan Note, the Company has granted Hadron warrants over an aggregate of 10,416,667 ordinary shares of £0.005 in the Company's share capital ("Ordinary Shares") (the "Warrants"). The Warrants can be subscribed for at any time prior to the third anniversary of the Loan Note.

·    The subscription price of each Warrant is 6.0 pence per Ordinary Share, representing a premium of 20% to the closing mid-market price of 5.0 pence per share on 7 April 2021.

As Hadron's current interest is more than 10 per cent. of the issued ordinary share capital of the Company, and is therefore a substantial shareholder, the issue of the Loan Note is deemed a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies ("AIM Rules"). For the purposes of the AIM Rules, the Directors of the Company, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider that the terms of the transaction are fair and reasonable so far as its shareholders are concerned. 

Roy Kelly, Chief Executive Officer, commented:

"We are very pleased to have the continued support of one of our major shareholders and this funding helps strengthen our balance sheet as we continue to resolve the legacy issues that the current management inherited."

The information contained within this announcement is deemed to constitute inside information pursuant to the EU (Withdrawal) Act and amended pursuant to Market Abuse (Amended) (EU Exit) Regulations 2019. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For further information, please visit www.victoriaoilandgas.com  or contact: 

Victoria Oil & Gas Plc

Roy Kelly/Rob Collins                                                                      Tel: +44 (0) 20 7921 8820

Strand Hanson Limited (NOMAD)

Rory Murphy/James Dance                                                           Tel: +44 (0) 20 7409 3494

Shore Capital Stockbrokers Limited (Broker)

Mark Percy / Toby Gibbs (corporate advisory)                          Tel: +44 (0) 207 408 4090

Jerry Keen (corporate broking)

Camarco (Financial PR)

Billy Clegg / Nick Hennis                                                                Tel: +44 (0) 20 3772 2499