Mr. Brian Reinsborough reports
RECONAFRICA ANNOUNCES CLOSING OF C$36.8 MILLION UNDERWRITTEN OFFERING, FUNDED 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. (ReconAfrica) has completed its previously announced underwritten, listed issuer financing exemption (LIFE) offering for aggregate gross proceeds of $36,800,098, including the exercise in full of the overallotment option.
The offering was conducted on an underwritten basis led by Research Capital Corp. as the lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters, which included Canaccord Genuity Corp. and Haywood Securities Inc.
The company issued at total of 38,736,945 units at a price of 95 cents per unit. Each unit comprised one common share of the company and one-half of one common share purchase warrant of the company. Each warrant entitles 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.
For the purposes of accelerating value capture, ReconAfrica is financed 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's portfolio. This offering sets out to finance that multipronged 2026 capital program. Net proceeds will be used for the following activities:
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Conducting an extensive production test and installing production casing at the Kavango West 1X discovery well;
- Advancing operations to spud 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;
- 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, Prospectus Exemptions, and Coordinated Blanket Order 45-935, 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 Ltd. indirectly through its wholly owned subsidiary, BW Energy Services Ltd. (BWESL), acquired 2,315,780 units pursuant to the offering, comprising 2,315,780 common shares and 1,157,890 warrants, for an aggregate purchase price of $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 per cent of the issued and outstanding common shares on an undiluted basis, and approximately 13.22 per cent 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 per cent of the issued and outstanding common shares on an undiluted basis, and approximately 12.77 per cetn 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's 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. A copy of the early warning report may also be obtained by contacting Martin Seland Simensen, vice-president of investor relations at ir@bwenergy.no.
BW Energy's head office is located at Washington Mall Phase 2 (fourth floor), Suite 400, 22 Church St., Hamilton HM 1189, Bermuda.
Certain insiders of the company (within the meaning of the rules and policies of the TSX-V) 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 related-party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. 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 per cent 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 related party 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.
In connection with the offering, the underwriters received a cash fee equal to 6 per cent of the gross proceeds of the offering and 3 per cent on president's list orders, including the overallotment option. In addition, the company issued to the underwriters broker warrants to acquire 2,148,045 common shares. The company also paid the underwriters an advisory fee of $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 95 cents 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 TSX-V on or about Jan. 23, 2026, under the symbol RECO.WT.C.
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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