NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES
VANCOUVER, BC, April 3,
2024 /CNW/ - Reconnaissance Energy Africa Ltd. (the
"Company" or "ReconAfrica") (TSXV: RECO) (OTCQX:
RECAF) (Frankfurt: 0XD) is pleased
to announce that it has completed its previously announced bought
deal public offering (the "Offering") of units (the
"Units") of the Company for aggregate gross proceeds of
C$17,250,035, including the full
exercise of the over-allotment option. Pursuant to the Offering, a
total of 19,166,705 Units were sold at a price of C$0.90 per Unit. Each Unit consists of one common
share in the capital of the Company (each, a "Common Share")
and one common share purchase warrant of the Company (each, a
"Warrant").
The Offering was completed pursuant to an underwriting agreement
dated March 25, 2024 entered into
between the Company and a syndicate of underwriters led by Research
Capital Corporation as the lead underwriter and sole bookrunner
(the "Lead Underwriter"), on behalf of a syndicate of
underwriters, including Haywood Securities Inc. and Canaccord
Genuity Corp. (together with the Lead Underwriter, the
"Underwriters").
Each Warrant entitles the holder to acquire one Common Share at
a price of C$1.15 until April 3, 2026. In the event that, at any time
four months and one day after the date of issuance and prior to the
expiry date of the Warrants, the moving volume weighted average
trading price of the Common Shares on the TSX Venture Exchange
("TSXV"), or other principal exchange on which the Common
Shares are listed, is equal to or greater than C$2.50 for any 20 consecutive trading days, the
Company may, within 10 business days of the occurrence of such
event, deliver a notice to the holders of Warrants accelerating the
expiry date of the Warrants to the date that is 30 days following
the date of such notice (the "Accelerated Exercise Period").
Any unexercised Warrants shall automatically expire at the end of
the Accelerated Exercise Period.
The net proceeds from the Offering are expected to be used for
drilling activities, long lead items for drilling, road and
location construction, and working capital as outlined in the
Company's prospectus supplement dated March
25, 2024.
The Offering was completed by way of a prospectus supplement to
the Company's short form base shelf prospectus dated February 29, 2024 filed in all of the provinces
of Canada, except Québec, and the
Units were sold outside of Canada
on a private placement basis. Copies of the prospectus
supplement and the base shelf prospectus are available under the
Company's profile on SEDAR+ at www.sedarplus.ca.
The Underwriters received a cash commission equal to 7.0% of the
gross proceeds of the Offering (other than from the sale of Units
to purchasers on the president's list, for which a 3.5% cash
commission was paid). In addition, the Underwriters were issued an
aggregate of 1,263,878 compensation options (the "Compensation
Options"), equal to 7.0% of the number of Units sold under the
Offering (other than with respect to those sold to purchasers on
the president's list, for which no Compensation Options were
issued). Each Compensation Option entitles the holder to acquire
one Common Share at a price of C$0.90
until April 3, 2026.
This press release is not an offer to sell or the solicitation
of an offer to buy the securities in the
United States or in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to qualification or
registration under the securities laws of such jurisdiction. The
securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, and such securities may not be offered or sold within
the United States or to, or for
the account or benefit of, U.S. persons absent registration or an
applicable exemption from U.S. registration requirements and
applicable U.S. state securities laws.
About ReconAfrica
ReconAfrica is a Canadian oil and gas company engaged in the
opening of the newly discovered deep Kavango Sedimentary Basin in
the Kalahari Desert of northeastern Namibia and northwestern Botswana, where the Company holds petroleum
licenses comprising ~8 million contiguous acres. In all aspects of
its operations ReconAfrica is committed to minimal disturbance of
habitat in line with international standards and will implement
environmental and social best practices in all of its project
areas.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
Cautionary Note Regarding
Forward-Looking Statements:
Certain statements contained in this press release constitute
forward-looking information under applicable Canadian, United States and other applicable securities
laws, rules and regulations, including, without limitation,
statements with respect to the expected use of proceeds from the
Offering, any potential acceleration of the expiry date of
the Warrants and the Company's commitment to minimal
disturbances in line with international best standards and its
implementation of environmental and social best practices in all of
its project areas. These statements relate to future events or
future performance. The use of any of the words "could", "intend",
"expect", "believe", "will", "projected", "potential", "estimated",
"significant" and similar expressions and statements relating to
matters that are not historical facts are intended to identify
forward-looking information and are based on ReconAfrica's current
beliefs or assumptions as to the outcome and timing of such future
events. There can be no assurance that such statements will prove
to be accurate, as the Company's actual results and future events
could differ materially from those anticipated in these
forward-looking statements as a result of the factors discussed in
the "Risk Factors" section in the Company's annual information form
dated December 4, 2023, available
under the Company's profile on SEDAR+ at www.sedarplus.ca. Actual
future results may differ materially. Various assumptions or
factors are typically applied in drawing conclusions or making the
forecasts or projections set out in forward-looking information.
Those assumptions and factors are based on information currently
available to ReconAfrica. The forward-looking information contained
in this release is made as of the date hereof and ReconAfrica
undertakes no obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by applicable securities laws.
Because of the risks, uncertainties and assumptions contained
herein, investors should not place undue reliance on
forward-looking information. The foregoing statements expressly
qualify any forward-looking information contained herein.
SOURCE Reconnaissance Energy Africa Ltd.