Victoria Oil & Gas Plc has completed the allotment of 145,271,318 new ordinary shares of 0.5 pence each in the Company as part of the £20 million fundraising that was announced on Dec. 21, 2007.
The Shares rank pari passu in all respects with the existing issued ordinary shares in the Company. Application has been made to the London Stock Exchange for the Shares to be quoted on AIM and it is expected that admission of the Shares will be on 1 February 2008. Following admission, the total issued share capital of the Company will be 269,507,991 ordinary shares with voting rights.
101,666,667 ordinary shares were placed at a price of 15 pence per share with both institutional and private investors raising £15.25 million before expenses (the "Placing"). The principal placee was a special purpose vehicle, Noor Petroleum Limited (the "SPV") backed by a consortium of investors led by Falcon Petroleum Limited and managed by Noor Capital PSC & Associates. Another placee was HJ Resources Ltd, which subscribed for 6,666,667 ordinary shares to be held on behalf of a discretionary trust, of which Kevin Foo is a possible beneficiary. On admission, HJ Resources Ltd's new total holding in the Company will be 9,915,396 shares representing 3.68% of the issued ordinary share capital.
The remaining 43,604,651 ordinary shares were allotted to the holder of the Company's £18.75 million Secured Guaranteed Convertible Bond due 2009 (the "Bond") on partial conversion of the Bond at a price of 25 pence per share. Following the issue of these shares and the repayment of the remaining £8 million from the proceeds of the Fundraising, the Bond will have been retired in full.
On admission of the Shares, the SPV will subscribe for $2 million convertible loan notes due 2012 and subject to approval, the Board of Victoria will appoint four new directors: Mr Rashed Al-Suwaidi and Mr Philip Rand, as proposed by the SPV; and Mr George Donne and Mr Mukhtar Tuyakbayev. The SPV will subscribe for a further $8 million of the Notes on ratification of the extension of the Company's West Medvezhye licence.
The Company also intends to enter into arms-length contracts with Blackwatch Petroleum Services Limited and GeoDynamics Research s.r.l for their advice on the development of Victoria's assets in Russia and Kazakhstan. A full review of all data available on both the West Medvezhye and Kemerkol licences will be undertaken with Victoria's technical team to re-evaluate the existing interpretations and re-define the development strategies for 2008.
The focus at West Medvezhye will be on fully delineating the next target location, Well 105, to ensure the highest possible chance of success. This will include running trials of GeoDynamics' passive seismic technology, which is as yet untried in this region.
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