Reconnaissance Energy Africa Ltd. (the 锟紺ompany锟� or 锟絉econAfrica锟� or 锟絉econ锟�) is pleased to announce that it has completed its previously announced underwritten, listed issuer financing exemption offering (the 锟絆ffering锟�) for aggregate gross proceeds of C$36,800,098, including the exercise in full of the over-allotment option.
The Offering was conducted on an underwritten basis led by Research Capital Corporation as the lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters, which included Canaccord Genuity Corp. and Haywood Securities Inc. (collectively, the 锟経nderwriters锟�).
The Company issued at total of 38,736,945 units (锟経nits锟�) at a price of C$0.95 per Unit. Each Unit comprised of one common share of the Company (锟紺ommon Share锟�) and one-half of one Common Share purchase warrant of the Company (锟絎arrant锟�). Each Warrant entitles the holder to purchase one Common Share at an exercise price of C$1.20 at any time up to 36 months from closing of the Offering.
For the purposes of accelerating value capture, ReconAfrica is funded in its plans to expedite activity across its portfolio, which is supported by the recent success at the Kavango West 1X well and the addition of the Ngulu Block offshore Gabon, which includes the Loba discovery, to the Company锟絪 portfolio. This Offering sets out to fund that multi-pronged 2026 capital program. Net proceeds will be used for the following activities:
Conducting an extensive production test and installing production casing at the Kavango West 1X discovery well;
Advancing operations to spud the Kavango appraisal well;
Re-processing seismic at the Loba discovery and exploration inventory on the Ngulu block in Gabon to advance towards a resource report and drill ready status of an appraisal well; and
General corporate purposes and working capital.
The Units were sold to purchasers resident in Canada pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 锟� Prospectus Exemptions and Coordinated Blanket Order 45-935 锟� Exemptions from Certain Conditions of the Listed Issuer Financing Exemption and to eligible purchasers resident in jurisdictions outside of Canada (including to purchasers resident in the United States pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended), in each case in accordance with all applicable laws. The Units are not subject to any hold period under applicable Canadian securities legislation.
The Offering is subject to final acceptance by the TSX Venture Exchange.
BW Energy Limited (锟紹W Energy锟�) indirectly through its wholly-owned subsidiary BW Energy Services Limited (锟紹WESL锟�) acquired 2,315,780 Units pursuant to the Offering, comprised of 2,315,780 Common Shares and 1,157,890 Warrants, for an aggregate purchase price of C$2,199,991.
Prior to the closing of the Offering, BW Energy, through its wholly-owned subsidiary BWESL, beneficially owned 24,023,000 Common Shares and 24,023,000 Common Share purchase warrants of the Company representing approximately 7.08% of the issued and outstanding Common Shares on an undiluted basis and approximately 13.22% of the issued and outstanding Common Shares assuming the exercise in full of the Common Share purchase warrants owned by BW Energy through BWESL.
Following the closing of the Offering, BW Energy, through its wholly-owned subsidiary BWESL, beneficially owns 26,338,780 Common Shares and 25,180,890 Common Share purchase warrants of the Company, representing approximately 6.96% of the issued and outstanding Common Shares on an undiluted basis and approximately 12.77% of the issued and outstanding Common Shares assuming the exercise in full of the Common Share purchase warrants owned by BW Energy through BWESL.
BW Energy, through BWESL, acquired the Units for investment purposes. BW Energy may, in the future, take such actions in respect of its holdings in the Company as BW Energy may deem appropriate in light of the circumstances then existing, including the purchase of additional securities of the Company through open market purchases, privately negotiated transactions or otherwise, or the sale of all or a portion of BW Energy锟絪 holdings in the open market, in privately negotiated transactions or otherwise to one or more purchasers, subject in each case to applicable securities law and other relevant factors.
BW Energy will file an early warning report with the applicable securities commission in each jurisdiction where the Company is a reporting issuer, which will be available on the SEDAR+ profile of the Company at www.sedarplus.ca. A copy of the early warning report may also be obtained by contacting Martin Seland Simensen, VP Investor Relations at ir@bwenergy.no.
BW Energy锟絪 head office is located at Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, Hamilton HM 1189, Bermuda.
Certain insiders of the Company (within the meaning of the rules and policies of the TSXV) (the 锟絀nsiders锟�) have acquired an aggregate of 107,000 Units of the Company in connection with the Offering. The Insider's participation in the Offering therefore constitutes a 锟絩elated-party transaction锟� within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 锟� Protection of Minority Security Holders in Special Transactions (锟組I 61-101锟�). The Company is relying on exemptions from the formal valuation and minority security holder approval requirements of the related-party rules set out in sections 5.5(a) and 5.7(a) of MI 61-101 as the fair market value of the subject matter of the Offering does not exceed 25% of the market capitalization of the Company. The Company did not file a material change report more than 21 days before the closing of the Offering as the details of the Offering and the participation therein by each 锟絩elated party锟� of the Company were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.
The Units have not been registered and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to U.S. Persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute 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.
In connection with the Offering, the Underwriters received a cash fee equal to 6% of the gross proceeds of the Offering and 3% on president锟絪 list orders, including the over-allotment option. In addition, the Company issued to the Underwriters broker warrants (锟紹roker Warrants锟�) to acquire 2,148,045 Common Shares. The Company also paid the Underwriters an advisory fee of C$21,800 and 15,120 advisory broker warrants on the same terms as the Broker Warrants. Each Broker Warrant will entitle the holder to purchase one Common Share at an exercise price of C$0.95 for a period of 36 months from closing of the Offering.
Listing of Warrants
The Company anticipates that the Warrants underlying the Units will commence trading on the TSXV on, or about, January 23, 2026 under the symbol RECO.WT.C.