Canadian explorer, Reconnaissance Energy Africa (ReconAfrica), has completed its listed issuer financing exemption offering for aggregate gross proceeds of C$36,800,098 (~$27Million), including the exercise in full of the over-allotment option.
BW Energy Limited acquired 2,315,780 Units pursuant to the Offering, comprised of 2,315,780 Common Shares and 1,157,890 Warrants, for an aggregate purchase price of C$2,199,991 $1,588382.50, which is around 6% of the total proceeds. The shares were indirectly acquired through BW Energy’s wholly-owned subsidiary BW Energy Services Limited (BWESL).
The money was raised for the purposes of expediting activity across the company’s portfolio, including a production test to determine the producibility of the discovered reservoirs in Kavango West 1X well onshore Namibia and the exploration of the Ngulu Block offshore Gabon, which includes the Loba discovery.
“This Offering sets out to fund that multi-pronged 2026 capital programme. Net proceeds will be used for the following activities”, ReconAfrica says in the release:
- Conducting an extensive production test and installing production casing at the Kavango West 1X discovery well;
- Advancing operations to spud the Kavango appraisal well;
- Re-processing seismic at the Loba discovery and exploration inventory on the Ngulu block in Gabon to advance towards a resource report and drill ready status of an appraisal well; and
- General corporate purposes and working capital.
The Offering was conducted on an underwritten basis led by Research Capital Corporation as the lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters, which included Canaccord Genuity Corp. and Haywood Securities Inc.
ReconAfrica issued at total of 38,736,945 units at a price of C$0.95 per Unit. Each Unit comprised of one common share of the Company (“Common Share”) and one-half of one Common Share purchase warrant of the Company (“Warrant”). Each Warrant entitles the holder to purchase one Common Share at an exercise price of C$1.20 at any time up to 36 months from closing of the Offering.
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.
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% of the issued and outstanding Common Shares on an undiluted basis and approximately 13.22% 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% of the issued and outstanding Common Shares on an undiluted basis and approximately 12.77% of the issued and outstanding Common Shares assuming the exercise in full of the Common Share purchase warrants owned by BW Energy through BWESL.
The Units have not been registered and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to U.S. Persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction.