Reconnaissance Energy Africa closes $36M offering

Executive Summary

• Reconnaissance Energy Africa Ltd. has closed its previously announced underwritten Listed Issuer Financing Exemption (LIFE) offering, raising aggregate gross proceeds of C$36,800,098.
• The capital raise is designated to accelerate value capture and fund a multipronged 2026 capital program, specifically targeting production testing at the Kavango West 1X discovery, appraisal drilling, and seismic reprocessing at the Ngulu block in Gabon.
• BW Energy Ltd. participated in the offering, acquiring additional units, while insiders also purchased a small aggregate amount, constituting a related-party transaction.

Key Details

• Gross Proceeds: C$36,800,098 (including full exercise of the overallotment option).
• Units Issued: 38,736,945 units at a price of C$0.95 per unit.
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to purchase one common share at an exercise price of $1.20, exercisable for 36 months from closing.
• Underwriters: Research Capital Corp. served as lead underwriter and sole bookrunner; syndicate included Canaccord Genuity Corp. and Haywood Securities Inc.
• Use of Proceeds:
  • Conducting extensive production testing and installing production casing at the Kavango West 1X discovery well.
  • Advancing operations to spud the Kavango appraisal well.
  • Reprocessing seismic at the Loba discovery and exploration inventory on the Ngulu block in Gabon to advance toward a resource report and drill-ready status.
  • General corporate purposes and working capital.
• BW Energy Participation:
  • Acquired 2,315,780 units for an aggregate purchase price of $2,199,991.
  • Pre-closing ownership: ~7.08% of issued shares (undiluted) and ~13.22% (assuming full warrant exercise).
  • Post-closing ownership: ~6.96% of issued shares (undiluted) and ~12.77% (assuming full warrant exercise).
• Insider Participation: Insiders acquired an aggregate of 107,000 units. This is treated as a related-party transaction under TSX-V Policy 5.9 and MI 61-101, with exemptions from formal valuation and minority approval requirements relied upon.
• Underwriter Compensation:
  • Cash fee: 6% of gross proceeds plus 3% on president's list orders (including overallotment).
  • Broker Warrants: Issued to underwriters to acquire 2,148,045 common shares.
  • Advisory Fee: $21,800 cash plus 15,120 advisory broker warrants.
  • Advisory Warrant Terms: Exercise price of 95 cents, exercisable for 36 months from closing.
• Listing: Warrants underlying the units are expected to commence trading on the TSX Venture Exchange on or about Jan. 23, 2026, under symbol RECO.WT.C.
• Regulatory Status: Units sold pursuant to the listed issuer financing exemption (NI 45-106) and are not subject to any hold period. Subject to final acceptance by the TSX Venture Exchange.