/Not for dissemination, release or publication
in or into the United States or
for Distribution to U.S. Newswire Services/
VANCOUVER, BC, Aug. 3, 2023
/CNW/ - Reconnaissance Energy Africa Ltd. (the "Company" or
"ReconAfrica") (TSXV: RECO) (OTCQX: RECAF) (Frankfurt: 0XD) is pleased to announce that it
intends to complete a non-brokered private placement with officers
and directors of the Company of units (the "Units") of the
Company at a price of $1.12 per Unit for gross proceeds of
$1,200,000 (the "Offering"),
of which approximately $1,000,000 is
being subscribed for by the Company's new Chief Executive Officer.
Each Unit will consist of one common share in the capital of the
Company (each, a "Common Share") and one common share
purchase warrant of the Company (each, a "Warrant"). Each
Warrant will entitle the holder to acquire one Common Share at a
price of $1.37 for a period of 24 months from the closing of
the Offering.
The proceeds from the Offering are expected to be used for
general corporate and working capital purposes.
Closing of the Offering is expected to occur on or before
August 31, 2023, and is subject to
the receipt of all regulatory approvals including the acceptance of
the TSX Venture Exchange. The securities issued in connection with
the Offering will be subject to a hold period of four months and
one day from the closing of the Offering in accordance with
applicable Canadian securities legislation.
In addition, the Company announces that it has granted incentive
stock options (the "Options") to certain directors,
officers, employees, and consultants of the Company to acquire an
aggregate of 4,905,000 common shares in the capital of the Company
at an exercise price of $1.40 per
share in accordance with the Company's 10% rolling incentive stock
option plan. The Options are exercisable for a five-year term
expiring August 3, 2028, and will be
subject to certain vesting provisions as determined by the board of
directors of the Company.
Incentive stock options granted to directors, officers,
employees and consultants of the Company are subject to
restrictions on resale until December 3,
2023, in accordance with the policies of the TSX Venture
Exchange.
The securities referred to in this news release have not
been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act") or any U.S. state
securities laws, and may not be offered or sold in the United States or to, or for the account or
benefit of, United States persons
absent registration or any applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. This news release shall
not constitute an offer to sell or the solicitation of an offer to
buy securities in the United
States, nor shall there be any sale of these securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
For one (1) year after the Offering, an offer or sale of the
Units (and component securities) or engaging in hedging
transactions with regard to such Units (and component securities)
within the United States or to or
for the account or benefit of a U.S. person (as defined in
Regulation S under the U.S. Securities Act) will violate the
registration requirements of the U.S. Securities Act if otherwise
than in accordance with an available exemption from registration
under the U.S. Securities Act. Warrants issued outside the United States will bear a legend to the
foregoing effect. The Company will not register any transfer of
such Units (and component securities) not made in accordance with
the provisions of Regulation S under the U.S. Securities Act,
pursuant to registration under the U.S. Securities Act or pursuant
to an available exemption from registration under the U.S.
Securities Act.
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 ~8 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.
For further information contact:
Craig Steinke - Executive Chairman | Tel:
+1-877-631-1160
Grayson Andersen - Manager, IR |
Tel: +1-877-631-1160
Email: admin@reconafrica.com
IR Inquiries Email: investors@reconafrica.com
Media Inquiries Email: media@reconafrica.com
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 expected closing date
of the Offering. 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 annual information form
dated June 20, 2023, available under
the Company's profile at
www.sedarplus.ca. 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.