ReconAfrica Announces Closing of C$36.8 Million Underwritten Offering, Funded to Advance Multi-Zone Production Testing at Kavango West 1X, Accelerate Follow-on Appraisal Drilling on Kavango Discovery and Advance Activities at Ngulu Block in Gabon

Executive Summary

• ReconAfrica completed an underwritten financing raising C$36.8 million by issuing 38,736,945 units at C$0.95 each, including full exercise of the over‑allotment option.
• Proceeds will fund production testing and casing at Kavango West 1X, spudding of a Kavango appraisal well, seismic re‑processing and drill‑ready work on the Ngulu block (Loba discovery) in Gabon, and general corporate purposes.
• Major investor BW Energy acquired 2,315,780 units (C$2.199 million), increasing its stake to ~7 % of outstanding common shares (undiluted).

Key Details

• Offering size: Gross proceeds C$36,800,098; 38,736,945 units sold at C$0.95 per unit.
• Unit composition: Each unit = 1 common share + ½ common‑share purchase warrant (exercise price C$1.20, exercisable up to 36 months).
• Underwriters: Lead underwriter/bookrunner – Research Capital Corporation; syndicate included Canaccord Genuity Corp. and Haywood Securities Inc.
• Use of proceeds:
• Production test & installation of production casing at Kavango West 1X discovery well.
• Spudding of Kavango appraisal well.
• Re‑processing seismic data on Ngulu block (Gabon) to advance Loba discovery toward a resource report and drill‑ready appraisal well.
• General corporate purposes and working capital.
• BW Energy participation: Acquired 2,315,780 units for C$2,199,991 (2,315,780 common shares + 1,157,890 warrants). Post‑offering BW Energy holds 26,338,780 common shares and 25,180,890 warrants (~6.96 % undiluted; ~12.77 % assuming full warrant exercise).
• Insider participation: Insiders purchased 107,000 units in the offering (related‑party transaction exempted under TSXV policy).
• Underwriter compensation: Cash fee equal to 6 % of gross proceeds plus 3 % on president’s list orders; broker warrants for 2,148,045 common shares at C$0.95 exercise price (36‑month term); advisory fee C$21,800 and 15,120 advisory broker warrants on same terms.
• Warrant listing: Warrants underlying the units expected to begin trading on TSXV around Jan 23 2026 under ticker RECO.WT.C.
• Regulatory notes: Offering subject to final acceptance by TSX Venture Exchange; Units not registered in the U.S. and may not be offered/sold there absent exemption.

Notable Quotes

• “The financing will accelerate our 2026 capital program, allowing us to move quickly on production testing at Kavango West 1X and advance our Ngulu block activities in Gabon,” – Brian Reinsborough, President & CEO.