Victoria Oil & Gas PLC Loan Note Issue (2896D)
02 Marzo 2022 - 1:00AM
UK Regulatory
TIDMVOG
RNS Number : 2896D
Victoria Oil & Gas PLC
02 March 2022
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$1.15 million
at the Subscription Price in ordinary shares of GBP0.005 in the
Company's share capital ("Ordinary Shares") (the "Warrants"). The
Warrants can be subscribed for at any time prior to the third
anniversary of the Loan Note.
-- The Subscription Price of each Warrant is the lower of (i)
5.05 pence per Ordinary Share, representing a premium of 20% to the
5-day volume weighted average trading price of an Ordinary Share
for the 5 Business days immediately prior to the date of the Loan
Note or (ii) a 20% premium to the placing price of equity in the 6
months following the issue of the Loan Note. The GBP/US$ 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
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END
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March 02, 2022 02:00 ET (07:00 GMT)
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