Loan Note Issue

2 March 2022

Victoria Oil & Gas Plc

("VOG" or the "Company")

Loan Note Issue

Victoria Oil & Gas Plc, whose wholly owned subsidiary, Gaz du Cameroun S.A. ("GDC"), is 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 US$1.15 million through the issue of an unsecured loan note (the "Loan Note"). The proceeds from the issue of the Loan Note, which are to be fully received by 4 April 2022, will be utilised for general working capital purposes at the VOG level.

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

· The repayment date is 28 February 2023; 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 value of US$1.15 million at the Subscription Price in 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 the lower of (i) 5.05 pence per Ordinary Share, representing a premium of 20% to the 5-day volume weighted average trading price of an Ordinary Share for the 5 Business days immediately prior to the date of the Loan Note or (ii) a 20% premium to the placing price of equity in the 6 months following the issue of the Loan Note. The £/US$ exchange rate to be used in the issuance of the Warrants is fixed at 1.3412 and therefore there are expected to be 16,979,032 Warrants issued, subject to any adjustment to the Subscription Price as a result of (ii) above.

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 yet again have the continued support of one of our major shareholders, and moreover such a knowledgeable one. This funding helps strengthen our balance sheet and improve the working capital of the parent company."

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