Result of General Meeting and Board Changes

3 April 2019

Victoria Oil & Gas Plc

("VOG" or "the Company") 

Result of General Meeting ("GM") and Board Changes

On 7 March 2019, Victoria Oil & Gas Plc (AIM: VOG) announced that it had conditionally raised £13.57 million (gross), with new and existing shareholders, comprising a Placing of 59,357,488 New Ordinary Shares and a Subscription of 45,000,000 New Ordinary Shares, with 270,000 Fee Shares proposed to be issued in connection with the Fundraising. The issue of the New Ordinary Shares was conditional upon, inter alia, the passing of the Resolution at the General Meeting.

Full details of the Fundraising and a Notice of General Meeting were set out in the Circular dated 11 March 2019.

General Meeting

The Company is pleased to announce that, at the General Meeting held this morning, the Resolution that was proposed in the Notice of General Meeting was duly passed.

Board Changes

Kevin Foo retired as Director and Executive Chairman at the conclusion of the General Meeting. Roger Kennedy, formerly Senior Non-Executive Director, has assumed the role of Executive Chairman.

The Subscription is conditional, inter alia, on various board changes including the appointment of two independent non-executive directors ("INEDs"). The search for such INEDs has progressed and the Company expects to announce their appointments prior to Admission.

Completion of Subscription and Placing and Admission

Application has been made to the London Stock Exchange for 104,627,488 New Ordinary Shares to be admitted to trading on AIM pursuant to the Fundraising. It is expected that Admission will occur at 8.00 a.m. on or around 5 April 2019, following the appointment of the two INEDs.

The Company's issued share capital, following Admission, will comprise 255,073,945 Ordinary Shares with voting rights. This figure may be used by Shareholders 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, securities of the Company under the FCA's Disclosure Guidance and Transparency Rules. The New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares in issue.

Roger Kennedy, Executive Chairman of VOG commented:

"The result of this morning's General Meeting is a fresh beginning for Victoria Oil & Gas. The soon to be newly constituted Board and management of the Company are dedicated and excited to implement our strategy to optimize our operations in Cameroon, generate shareholder value, and create a model for cleaner and more cost-effective energy in Africa.

I would like to wish Kevin Foo success in his retirement and thank him for his years of service to VOG."

Capitalised terms used in this announcement have the meanings given to them in the Circular regarding, inter alia, the Fundraising, unless the context provides otherwise.

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

Victoria Oil & Gas Plc

Kate Baldwin Tel: +44 (0) 20 7921 8820

Strand Hanson Limited (Nominated & Financial Adviser)

Rory Murphy / Ritchie Balmer / Jack Botros Tel: +44 (0) 20 7409 3494

Shore Capital Stockbrokers Limited (Joint Broker)

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

Jerry Keen (corporate broking)

GMP FirstEnergy (Joint Broker)

Jonathan Wright / Hugh Sanderson Tel: +44 (0) 207 448 0200

Camarco (Financial PR)

Billy Clegg Tel: +44 (0) 203 757 4983

Nick Hennis Tel: +44 (0) 203 781 8330

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.