/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES/
VANCOUVER, BC, Feb. 8, 2022 /CNW/ - Reconnaissance Energy Africa
Ltd. (the "Company" or "ReconAfrica") (TSXV: RECO) (OTCQX: RECAF)
(Frankfurt: 0XD) is pleased to
announce that it has amended its agreement with Canaccord Genuity
Corp. (the "Underwriter" or "Canaccord"), to increase the size of
the previously announced bought deal offering from C$38,100,000 to C$41,275,000 (exclusive of the exercise of the
over-allotment option). Pursuant to the revised offering terms,
Canaccord, as lead underwriter and sole bookrunner, has agreed to
purchase, on a bought deal basis, an aggregate of 6,500,000 units
of the Company (the "Units") at a price of C$6.35 per Unit (the "Issue Price") for aggregate
gross proceeds to the Company of C$41,275,000 (the "Offering").
Each Unit will consist of one common share of the Company (a
"Common Share") and one common share purchase warrant of the
Company (a "Warrant"). Each Warrant will be exercisable to acquire
one Common Share ("Warrant Share") until October 31, 2022 at an exercise price of
C$9.00, subject to adjustment in
certain events. The Warrants will be subject to an acceleration of
the expiry date to a date 30 calendar days following notice to be
provided to the holders of Warrants by the Company in the event
that the moving daily volume weighted average trading price of the
Common Shares on the TSX Venture Exchange (the "Exchange") over any
period of 20 consecutive trading days equals or exceeds
C$14.00.
The Company has granted the Underwriter an over-allotment option
to purchase up to an additional 975,000 Units at the Issue Price,
exercisable in whole or in part, to be completed concurrently with
the closing of the Offering to cover over-allotments, if any, and
for market stabilization purposes. If the over-allotment option is
exercised in full, an additional C$6,191,250 in gross proceeds will be raised
pursuant to the Offering and the aggregate gross proceeds of the
Offering will be C$47,466,250.
ReconAfrica intends to use the net proceeds from the Offering
for drilling and seismic operations in the Kavango sedimentary
basin and for working capital and general corporate purposes. The
Offering is expected to close on or about March 1, 2022, or such other date as agreed to
between the Company and the Underwriter, and is subject to certain
closing conditions including, but not limited to, the entry into of
an underwriting agreement between the Company and the Underwriter,
the receipt of all necessary regulatory and stock exchange
approvals, including the acceptance of the Exchange and the
applicable securities regulatory authorities.
The Units will be offered by way of a short form prospectus to
be filed in each of the provinces of Canada (other than Quebec) and may also be sold in certain
offshore jurisdictions (provided that placement in such offshore
jurisdictions does not give rise to the filing of a prospectus or
registration statement or to any continuous disclosure obligations)
and by way of private placement in the
United States.
The securities referred to in this news release have not been,
nor will they be, registered under the U.S. Securities Act of 1933
Act, as amended, and may not be offered or sold within the United States absent U.S. registration or
an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of
securities, nor a solicitation for offers to buy any securities in
the United States, nor in any
other jurisdiction in which such offer, solicitation or sale would
be unlawful. Any public offering of securities in the United States must be made by means of a
prospectus containing detailed information about the company and
management, as well as financial statements.
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
licences comprising approximately 8.5 million contiguous acres. In
all aspects of its operations, ReconAfrica is committed to minimal
disturbance of habitat, in line with best 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 anticipated closing date of the
Offering, the completion of the Offering being subject to the
receipt of all necessary regulatory approvals, including acceptance
of the Exchange and applicable securities regulatory authorities,
any potential acceleration of the expiry date of the Warrants, the
use of proceeds, 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. These statements relate to future events or
future performance. The use of any of the words "could", "intend",
"expect", "believe", "will", "projected", "estimated" 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 belief 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 amended and restated annual
information form dated May 19, 2021,
available under the Company's profile at www.sedar.com. 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.