Victoria Oil & Gas Plc announced that it has entered into a definitive financing agreement with Meridian Capital (HK) Limited ("Meridian") ("Facility Agreement") to raise maximum gross proceeds of USD 7.5 million through the issue of unsecured loan notes (the "Facility"). The proceeds of the Facility will be utilised for general working capital purposes, including long lead Items for the proposed well on the Matanda licence. The Facility is comprised of two series of loan notes - A Loan Notes and B Loan Notes (together the "Loan Notes"). The key terms of the Loan Notes are: A Loan Notes: unsecured loan notes with no conversion rights; total principal amount of USD 3.3 million, fully drawn on signing of the Facility Agreement; two-year term with early redemption permitted at no additional cost; interest at 10% per annum accruing daily from the date of issue and compounding monthly. B Loan Notes: unsecured convertible loan notes; total principal amount of USD 4.2 million, which can be drawn down in tranches at the Company's option; term expires on the second anniversary of the date of the Facility Agreement with early redemption permitted at any time at no additional cost, with Meridian having the ability to convert the outanding B Loan Notes; interest at 10% per annum accruing daily from the date of issue and compounding monthly; principal and interest convertible wholly or partially into VOG shares at the Noteholder's option from the first anniversary of signing the Facility Agreement and on certain other specified events; conversion price of £0.078 per share (being a 30% premium to the volume weighted average trading price of VOG's shares as traded on AIM over the 10-day period immediately before the date of entry into the Facility Agreement); draw down conditional on The Takeover Panel ("Panel") agreeing to a waiver of Rule 9 of the Takeover Code ("Code") and independent shareholder approval being obtained.