Proposed Capital Reorganisation & Notice of AGM

23 October 2014

Victoria Oil & Gas Plc

("VOG" or "the Company") 

Proposed Capital Reorganisation and

Notice of Annual General Meeting

Victoria Oil & Gas Plc ("VOG" or the "Company") (AIM: VOG.L), the African energy supplier, announces a proposed consolidation and sub-division of the Company's share capital ("Capital Reorganisation").

The proposed Capital Reorganisation will comprise two elements:

(i) every 40 existing ordinary shares of 0.5 pence ("Existing Ordinary Share") will be consolidated into one consolidated ordinary share of 20 pence ("Consolidated Ordinary Share") ("Consolidation"); and

(ii) Immediately following the Consolidation, each of the Consolidated Ordinary Shares will be sub-divided into one new ordinary share of 0.5 pence ("New Ordinary Share") and one new deferred share of 19.5 pence ("New Deferred Share") (the "Sub-Division").

Following a period of consultation with constituents of the UK equity investment community, a consolidation is proposed by the Board in order to reduce the number of shares in issue to better reflect the Company's position as an established revenue-generating supplier of gas listed on AIM. The Board believes that the Capital Reorganisation will support the Company's corporate profile in terms of delivering shareholder value.

The Company's issued share capital currently consists of approximately 4.3 billion Existing Ordinary Shares. This number of shares in issue has resulted from significant capital raisings undertaken in order to build a gas supply infrastructure in Cameroon, but is considerably higher than the majority of companies on AIM, and the Board believes this affects investor perception of the Company. With Gaz du Cameroun S.A. ("GDC") developing its revenue line in Cameroon, the Company needs to ensure that it is best positioned to build value in its equity as further operational updates are made over the following 12 months.

Accordingly, the primary objective of the Proposals is to reduce the number of Ordinary Shares that are in issue to a level more in line with other comparable AIM quoted companies. The Directors believe that the Capital Reorganisation should improve the liquidity and marketability of Ordinary Shares to a range of investors, including institutional investors. The Board is confident that the proposed Capital Reorganisation will make the Company's Ordinary Shares a more attractive investment proposition.

Further details of the Capital Reorganisation will be set out in a circular to shareholders containing the notice of annual general meeting ("AGM") of the Company ("Circular"), which is expected to be posted shortly.

The Capital Reorganisation will be subject to the approval of shareholders at the AGM which is being held at 11.00 a.m. on 26 November 2014 at Coin Street Neighbourhood Centre, South Bank Room 1, 108 Stamford Street, South Bank, London SE1 9NH. If the resolution is approved, trading in the New Ordinary Shares is expected to begin at 8.00 a.m. on 27 November 2014.

The New Ordinary Shares will have the same rights and benefits as the Existing Ordinary Shares. Each Shareholder who holds 40 or more Existing Ordinary Shares will be issued with New Ordinary Shares. Such Shareholder's proportionate interest in the Company's issued Ordinary Share capital will remain unchanged as a result of the proposed Capital Reorganisation.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

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

Victoria Oil & Gas Plc

Kevin Foo/Laurence Read Tel: +44 (0) 20 7921 8820

Numis Securities

John Prior/Ben Stoop Tel: +44 (0) 207 260 1000

Fox-Davies Capital

Oliver Stansfield Tel: +44 (0)20 3463 5061

Strand Hanson Limited

Angela Hallett / Stuart Faulkner Tel: +44 (0) 20 7409 3494

Tavistock Communications

Ed Portman / Simon Hudson Tel: +44 (0) 20 7920 3150