Mr. Scot Evans of ReconAfrica reports
RECONAFRICA AND RENAISSANCE ANNOUNCE RENAISSANCE SECURITYHOLDER APPROVAL OF PLAN OF ARRANGEMENT AND TERMINATION OF AGREEMENT WITH ESKANDAR MALEKI
The proposed acquisition of all of the outstanding securities of Renaissance Oil Corp. by Reconnaissance Energy Africa Ltd. by way of a plan of arrangement was overwhelmingly approved at Renaissance's annual general and special meeting of securityholders, held on July 13, 2021, and a previously announced service agreement between Renaissance and Eskandar Maleki dated Oct. 11, 2017, has been terminated in exchange for an aggregate of a combination of three million warrants and stock options of ReconAfrica.
Report on voting results
The resolution approving the transaction was required to be passed by: (i) the affirmative vote of at least two-thirds of the votes cast by Renaissance shareholders, optionholders and warrantholders, voting as a single class, present in person or represented by proxy at the meeting and entitled to vote; (ii) the affirmative vote of at least two-thirds of the votes cast by Renaissance shareholders present in person or represented by proxy at the meeting and entitled to vote; and (iii) a simple majority of the votes cast by disinterested shareholders (being shareholders other than Mr. Telfer, Mr. Keep, Mr. Steinke and Mr. Maleki) present in person or represented by proxy at the meeting. The detailed results of voting on the arrangement resolution are provided in the attached table.
Votes for Votes against
Arrangement resolution (shareholder vote) 200,969,031 (99.92%) 165,673 (0.08%)
Arrangement resolution (securityholder vote) 243,671,928 (93.28%) 17,556,977 (6.72%)
Arrangement resolution (disinterested shareholder vote) 152,446,510 (99.89%) 165,673 (0.11%)
As previously announced, the hearing of the application for a final order in respect of the transaction is scheduled for July 15, 2021, or as soon thereafter as the application can be heard. Closing of the transaction remains subject to customary closing conditions, including those of the TSX Venture Exchange, and is currently anticipated to occur on or about July 21, 2021.
Termination of the Maleki agreement
In connection with, and subject to, the completion of the transaction, ReconAfrica and Renaissance have entered into a settlement agreement with Mr. Maleki pursuant to which: (i) any rights Mr. Maleki had under the Maleki agreement shall terminate upon completion of the transaction; (ii) Mr. Maleki entered into a consulting agreement with ReconAfrica and was granted 1.2 million options to purchase an aggregate of 1.2 million common shares of ReconAfrica; and (iii) ReconAfrica agreed to issue to Mr. Maleki, at closing of the transaction, an aggregate of 1.8 million common share purchase warrants, each of such options and warrants having an exercise price of $12 and a term of two years. The stock options vest, in their entirety, upon completion of the transaction, and the consulting agreement will automatically terminate if the transaction has not been completed by Sept. 30, 2021. The warrants and underlying common shares will be subject to a hold period of four months and one day from the date of issuance.
As a result of the foregoing, Mr. Maleki was excluded from the disinterested shareholder vote.
About Reconnaissance Energy Africa Ltd.
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 ReconAfrica holds petroleum licences comprising approximately 8.5 million contiguous acres. In all aspects of its operations, ReconAfrica is committed to minimal disturbances in line with international best standards, and will implement environmental and social best practices in all of its project areas.
About Renaissance Oil Corp.
Renaissance holds an option to acquire a 50-per-cent working interest, in all rights from surface to basement, in a large petroleum licence, comprising 2.2 million acres in the Kavango sedimentary basin, in Botswana, Africa. The licence operator is ReconAfrica. Renaissance is an onshore operator in Mexico with a 100-per-cent working interest in approximately 1,200 barrels of oil equivalent per day.
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