Mr. Brian Reinsborough reports
RECONAFRICA ANNOUNCES C$20 MILLION OVERNIGHT MARKETED OFFERING TO ADVANCE MULTI-ZONE PRODUCTION TESTING AT KAVANGO WEST 1X, ACCELERATE FOLLOW-ON APPRAISAL DRILLING ON KAVANGO DISCOVERY AND ADVANCE ACTIVITIES AT NGULU BLOCK IN GABON
Reconnaissance Energy Africa Ltd. has arranged an overnight marketed, listed issuer financing exemption private placement offering of units of the company at a price of 95 cents per unit for aggregate gross proceeds of $20-million. The offering is led by Research Capital Corp. as the lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters, including Canaccord Genuity Corp. and Haywood Securities Inc.
In connection with the offering, it is expected that certain members of management and directors of the company and other president's list investors will be investing in the offering.
Each unit will be composed of one common share of the company and one-half of one common share purchase warrant of the company. Each warrant will entitle the holder to purchase one common share at an exercise price of $1.20 at any time up to 36 months from closing of the offering. In addition, the company will use commercially reasonable efforts to obtain the necessary approvals to list the warrants on the TSX Venture Exchange.
For the purposes of accelerating value capture, ReconAfrica 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's portfolio. This offering sets out to finance that multipronged 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 predrill operations to a drill-ready status at the Kavango appraisal well;
- Reprocessing seismic at the Loba discovery and exploration inventory on the Ngulu block in Gabon to advance toward a resource report and drill-ready status of an appraisal well; and
- General corporate purposes and working capital.
Brian Reinsborough, president and chief executive officer, stated: "This equity raise will fund our 2026 capital program, which is the most comprehensive and diverse program in ReconAfrica's history. The success-based program will fund multiple activities in parallel, including advancing our Kavango discovery toward commerciality, advancing our exploration inventory of the newly discovered Damara Fold belt play from Namibia into Angola, and progressing the Loba discovery on our Ngulu exploration block, offshore Gabon, to a drill-ready state. The activities in Namibia aim to position the company towards FID/commercialization of the Kavango discovery and the acceleration of first production."
Corporate update
Namibia -- Kavango West 1X
Production test
As previously announced, ReconAfrica and its partners decided to proceed directly to production testing and not to perform a drill stem test to allow for more controlled testing of isolated intervals of interest. Due to thicker-than-expected Huttenburg and Elandshoek hydrocarbon-bearing sections, a cased hole production test was selected as the most efficient use of capital to test the deliverability of all hydrocarbon-bearing intervals. As a result of the extensive section of hydrocarbons, the company plans to test up to eight intervals.
Production casing string
A production casing string will be installed from the surface down to a total depth of 4,260 metres. This will allow for more controlled testing of all hydrocarbon-bearing intervals and for the well to be completed as a potential producing well.
Progress Kavango discovery toward commercialization
In addition, ReconAfrica will be selecting the appraisal well location, advancing permitting and conducting drill site preparations to a drill-ready status. The appraisal well location will test the predrill expected resource estimate of the Kavango structure. Upon successful results of the appraisal well, the company would be able to issue an updated resource report and book reserves on the field. This appraisal well will be a critical step toward a final investment decision/commercialization.
Angola -- memorandum of understanding area
As a result of the success at the Kavango West 1X well, the company plans to accelerate geochemical sampling of surface oil seeps in the MOU area in Angola and commence permitting for a potential 2-D seismic program as part of the broader evaluation of the Damara Fold belt. Crews are expected to be in the field in April, 2026, to commence the sampling program.
Gabon -- Ngulu block
In September of 2025, the company signed a production-sharing contract with the Republic of Gabon and its national oil and gas company, Gabon Oil Company, for the Ngulu block located in the shallow waters, offshore central Gabon. The company has been gathering all the available seismic surveys and other technical data that are available on the Ngulu lease and sourcing seismic reprocessing vendors. The company has received 3-D seismic data covering prospective areas of interest, and reprocessing efforts are commencing this month. Following the reprocessing and detailed evaluation of the seismic data, the company plans to obtain a third party resource report outlining the significant potential of the block and progress the Loba field appraisal well to a drill-ready status. The reinterpreted seismic data, combined with the updated resource report, are critical steps for the selection of an appraisal well location on the Loba discovery.
Additional details on the offering
The company has granted to the underwriters an option, exercisable, in whole or in part, in the sole discretion of the underwriters, to purchase up to an additional number of units that in aggregate would be equal to 15 per cent of the total number of units to be issued under the offering, to cover overallotments, if any, exercisable at any time up to two business days prior to closing of the offering.
The closing of the offering is expected to occur on or about Jan. 19, 2026, or such other earlier or later date as the underwriters may determine. Closing is subject to the company receiving all necessary regulatory approvals.
The offering is expected to be completed pursuant to an underwriting agreement to be entered into by the company and the underwriters. The units will be offered for sale pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions), as amended by Canadian Securities Administrators' Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption), in all provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States. The units and the underlying securities offered under the listed issuer financing exemption will be immediately free trading upon closing of the offering under applicable Canadian securities laws.
There is an offering document related to this offering that can be accessed under the company's profile at SEDAR+ and at the company's website. Prospective investors should read this offering document before making an investment decision.
The participation of insiders will be considered a related-party transaction subject to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation in the offering by insiders will not exceed 25 per cent of the company's market capitalization.
As consideration for their services, the agents will receive a cash fee equal to 6 per cent of the gross proceeds of the offering, including the overallotment option. In addition, the company will issue to the agents broker warrants equal to 6 per cent of the aggregate number of units issued under the offering, including the overallotment option. Each broker warrant will entitle the holder to purchase one common share at an exercise price of 95 cents for a period of 36 months from closing of the offering.
About Reconnaissance Energy Africa Ltd.
ReconAfrica is a Canadian oil and gas company engaged in the exploration of the Damara Fold belt and Kavango Rift basin in the Kalahari Desert of northeastern Namibia, southeastern Angola and northwestern Botswana, where the company holds petroleum licences and access to approximately 13 million contiguous acres. The company also operates the Ngulu block in the shallow waters, offshore central Gabon. In all aspects of its operations, ReconAfrica is committed to minimal disturbance of habitat in line with international standards and implementing environmental and social best practices in its project areas.
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