VOG.L Regulatory News (VOG)

6th November 2012

Victoria Oil & Gas Plc

('VOG' or 'the Company')

SEDA Drawdown, Issue of Equity and Directors' Dealings

Victoria Oil & Gas Plc (AIM: VOG), the AIM listed oil and gas exploration and production company with assets in Cameroon and the FSU, announces that the Company has drawn down an advance of £2,000,000 ('the Advance') of its £10,000,000 Standby Equity Distribution Agreement ('SEDA') with YA Global Master SPV Ltd ('YA'), further to the announcement made on 1 June 2012. The remaining balance of funds available for drawdown is £8,000,000.

The Advance enables the Company to continue to meet its working capital obligations while the Company finalises a larger structured financing package for the continuation of the Logbaba Project. An updated reserves report, independent gas market study and environmental impact report have now been completed in compliance with the due diligence requirements associated with this financing. The results of the updated reserves report were announced to the market 1 October 2012 and we will update the market on the full results of the gas market study completed by Challenge Energy shortly.

In accordance with the terms of the SEDA facility, the Company has allotted, conditional on admission, 82,975,725 ordinary shares of 0.5 pence each in the capital of the Company (the 'Ordinary Shares') to YA at an issue price of 2.41 pence per Ordinary Share. This price is calculated by a formula under the terms of the SEDA. 

In addition, the Company announces the allotment of the following Ordinary Shares:

i) 6,256,608 Ordinary Shares in lieu of a cash payment due to its technical advisors, for work completed during the last six months, at a price of 2.27 pence per Ordinary Share;

ii) 63,500,000 Ordinary Shares to the Trustee of the VOG Employee Share Ownership Plan, in accordance with the terms of this scheme; and

iii) A total of 1,941,179 Ordinary Shares to certain Directors and employees, in lieu of a cash salary, for the six month period ended 31 July 2012 at a weighted average month-end market price of 3.43 pence per share. This share allotment is in accordance with the terms of existing service contracts.

The effect of the above allotments on the disclosable interests of the Directors of the Company is as follows:

\* The shares are held by H J Resources Limited on behalf of a discretionary trust, of which Kevin Foo and his wife are potential beneficiaries.

Application has been made to the London Stock Exchange for the 154,673,512 new Ordinary Shares to be admitted to trading on AIM ('Admission'). It is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on Friday, 9 November 2012.

Following the issue of the abovementioned new Ordinary Shares, the Company's issued share capital will consist of 2,861,390,776 Ordinary Shares with voting rights. The Company does not hold any Ordinary Shares in treasury and accordingly there are no voting rights in respect of any treasury shares. The new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares.

The aforementioned figure of 2,861,390,776 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, VOG under the Financial Services Authority's Disclosure and Transparency Rules.

For further information, please visit www.victoriaoilandgas.comor contact:

About Victoria Oil & Gas

Victoria Oil & Gas Plc is an independent oil and gas exploration and production company with projects in Africa and the FSU. The Company's principal assets are the Logbaba gas and condensate project in Cameroon and the West Medvezhye project in Siberia, Russia. Logbaba is located in Douala, the economic capital of Cameroon. The field was discovered in the 1950s when all four exploration wells drilled at the time encountered gas. The Company drilled two successful development wells in 2009/10 and was awarded an Exploitation Licence in April 2011.

The Company's estimate of the total Logbaba proved and probable reserves of 212 bcf is sufficient to supply an average of 30mmscf/d for the next 20 years to industrial customers. Under current management projections, the Company forecasts industrial gas demand to rise to 44mmscf/d by the end of 2014. In the longer term, as further reserves may be proven, gas may also be supplied to large gas fired power stations connected to the grid, with either VOG investing in an independent power producer joint venture or selling the gas to third parties. The Company has signed a multitude of gas sales agreements with industrial customers to serve their energy requirements and anticipates in excess of 40 customers over the medium term.

West Medvezhye is situated in the prolific Yamal-Nenetsk hydrocarbon region in Siberia. An independent audit, carried out by Mineral LLC in 2011, estimated prospective resources for the area of over 1.4 billion barrels of oil equivalent ('boe'). The Company also has a discovery well, 103, with C1 and C2 reserves, independently assessed under the Russian classification convention of 14.4 million boe as approved by the Russian Ministry of Natural Resources.

Development studies are in progress to commercialise the Well-103 discovery and prospective resources and a detailed well design study for the upcoming drilling campaign has commenced