ReconAfrica Announces Closing of C$20.4 Million Underwritten Offering

Executive Summary

• ReconAfrica completed an upsized underwritten public offering of units at C$0.60 per unit, raising C$20.37 million in gross proceeds.
• Proceeds will fund appraisal and exploration on the Ngulu offshore Gabon block, road/rig/site maintenance in Namibia, Phase 1 commitments in Angola, and general working capital.
• The company appointed Mark Friesen as Vice President, Investor Relations & Capital Markets and granted incentive stock options for 625,000 common shares at C$0.60 each.

Key Details

• Offering Size: Units sold at C$0.60 per unit; total gross proceeds C$20,373,740.
• Unit Composition: 1 common share + 1 warrant (exercise price C$0.72, exercisable until 29 Sep 2027).
• Lead Underwriter: Research Capital Corporation (sole bookrunner); syndicate includes Canaccord Genuity Corp. and Haywood Securities Inc.
• Warrant Trading: Warrants to begin trading on TSX‑V under “RECO.WT.B” ~3 Oct 2025, subject to TSX‑V acceptance.
• Use of Proceeds:
• Appraisal & exploration expenses for Ngulu production sharing contract (offshore Gabon).
• Geological/geophysical studies and reprocessing of 3D seismic data in Gabon.
• Road, rig, and site maintenance costs in Namibia.
• Phase 1 commitments in Angola.
• General working capital.
• Insider Participation: Insiders purchased 18,400 units; transaction exempt from 61‑101 valuation/approval thresholds (<25% market cap).
• Underwriter Compensation:
• Cash commission 6.0% of gross proceeds (C$1,088,428.80), reduced to 3.0% on units sold to BW Energy and president’s list purchasers.
• Broker warrants issued equal to 6.0% of units sold (excluding BW Energy/president’s list); total 1,744,524 broker warrants.
• Advisory fee US$56,500 plus 34,500 advisory broker warrants on same terms.
• Broker Warrant Terms: Exercise price C$0.60 per common share; exercisable until 29 Sep 2027.
• Financial Advisory Fees: Paid Research Capital Corp. C$120,000 (plus taxes) and issued 166,667 units for advisory services related to the Gabon transaction and offering.
• Executive Appointment: Mark Friesen appointed VP, Investor Relations & Capital Markets effective 1 Oct 2025.
• Incentive Stock Options: Granted to officers/employees/consultants – aggregate 625,000 common shares at C$0.60 exercise price; five‑year term expiring 30 Sep 2030; resale restrictions until 30 Jan 2026 per TSX‑V policy.

Notable Quotes

• “We are pleased to announce the successful closing of this offering… This financing strengthens our ability to advance our high‑impact drilling program focused on the highly anticipated Kavango West 1X well in Namibia and execute on our new business plan on the Ngulu block, offshore Gabon.” – Brian Reinsborough, President & CEO

Materiality Assessment: Material – Positive (significant capital raise to fund core exploration projects).