VOG.L Regulatory News (VOG)

17 Oct 2008 13:00



Victoria Oil and Gas Plc

("VOG" or the "Company")

Further re Possible Offer

The Board of Victoria Oil & Gas Plc (AIM:VOG) announces an update on its discussions with Bramlin Limited ("Bramlin")(AIM:BML) concerning a possible offer, which was announced on 23 September 2008.

The Boards of VOG and Bramlin have signed a non-binding Heads of Agreement ("HOA") covering an all share acquisition of Bramlin by VOG. The HOA contemplate an offer proceeding by way of a Scheme of Arrangement, which would need the approval of the Guernsey court and the shareholders of Bramlin.

The principal asset of Bramlin is a 60% interest in the on-shore Logbaba gas exploration and development prospect in Cameroon ("Logbaba"). A report by independent reserve auditors RPS Energy as of 28 July 2008 concludes that Logbaba has gross proven and probable reserves of 104 billion cubic feet of natural gas. Currently, all energy demand in Cameroon is satisfied by high cost liquid fuels and Bramlin has already executed a number of off-take agreements for more than 6 million cubic feet per day for natural gas from Logbaba with local industrial users.

The Board of VOG, after consultation with its technical consultants, Blackwatch Petroleum Services Limited, believes that Logbaba is an excellent asset with near-term cash generation potential and that a geographical diversification of activities is in the best interests of the shareholders. The project will also give VOG exposure to the increasingly growing domestic natural gas market in Cameroon. 

The HOA are subject to legal and financial due diligence and include non-solicitation provisions providing for break fee arrangements consistent with the provisions of the Takeover Code. Kevin Foo is a director of both VOG and Bramlin and has taken no part in the negotiation of the HOA.

Rashed S.J. Al Suwaidi, Vice Chairman of VOG said today, "We believe the acquisition of Bramlin offers access to growth opportunities and we look forward to working with the management of Bramlin to develop the Logbaba property. The project has proven gas reserves with material upside in a region with a growing demand for natural gas. This deal will also provide VOG shareholders with a wider geographic exposure, into Africa, and a specific opportunity for early cash flow from an excellent project."

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