ReconAfrica Announces the Appointment of Mark Friesen as Managing Director, Investor Relations and Capital Markets, an Update on the Transaction with NAMCOR and Proposed Warrant Extension

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A total of 295,227 outstanding compensation warrants issued as compensation to the underwriters for part of the financing in July 2023 cannot be extended and will expire on July 18, 2025.

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The September Warrants were issued pursuant to a non-brokered private placement which closed on September 1, 2023 and are set to expire on September 1, 2025. Each September Warrant entitles the holder thereof to acquire one common share of the Company at a price of CAD $1.40 and all other terms of the September Warrants, including exercise price, will remain the same.

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220,000 of the July Warrants are held by parties who are considered to be “related parties” of the Company. The September Warrants are all held by parties who are considered to be “related parties” of the Company. Therefore, the amendment of Warrants constitutes a “related party transaction” as contemplated by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, and TSXV Policy 5.9 Protection of Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines have been relied upon as the fair market value of the Warrants held by insiders does not exceed 25% of the market capitalization of the Company.

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The Extension remains subject to receipt of approval of the TSX Venture Exchange.

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About ReconAfrica

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ReconAfrica is a Canadian oil and gas company engaged in the exploration of the Damara Fold Belt and Kavango Rift Basin in the Kalahari Desert of northeastern Namibia, southeastern Angola, and northwestern Botswana, where the Company holds rights to petroleum licences comprising over 13 million acres. The Company will be drilling its next well, Prospect I which is located onshore Namibia in Petroleum Exploration Licence 073 (“PEL 73”). This will be the Company’s largest exploration prospect drilled to date. In all aspects of its operations, ReconAfrica is committed to minimal disturbance of habitat in line with international standards and implementing environmental and social best practices in all of its project areas.

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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.

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For further information contact:

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Brian Reinsborough, President and Chief Executive Officer | Tel: +1-877-631-1160

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Mark Friesen, Investor Relations | Tel: +1-877-631-1160

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Cautionary
Note
Regarding
Forward-Looking
Statements:

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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, the Company’s commitment to minimal disturbance of habitat, in line with
best international standards and its implementation of environmental
and
social
best
practices
in
all
of
its
project
areas.
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 for the period ended December 31, 2024, 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.

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