=====================
Closing of c$19 million underwritten offering, including the full exercise of the over-allotment option
RECONNAISSANCE ENERGY AFRICA LTD
Incorporated in British Columbia
Registration Number: BC0177035
ISIN CA75624R1082
TSX Share Code: RECO
NSX Share Code: REC
RECONAFRICA ANNOUNCES CLOSING OF C$19 MILLION UNDERWRITTEN OFFERING,
INCLUDING THE FULL EXERCISE OF THE OVER-ALLOTMENT OPTION
Kavango West 1X (Prospect I) rig mobilization to occur in June 2025
Reconnaissance Energy Africa Ltd. (the "Company" or "ReconAfrica") (TSXV: RECO) (OTCQX:
RECAF) (Frankfurt: 0XD) (NSX: REC) is pleased to announce that it has completed its previously
announced and upsized underwritten public offering (the "Offering") of units of the Company (the
"Units") at a price of C$0.50 per Unit, including the full exercise of the over-allotment option, for
aggregate gross proceeds of approximately C$19 million.
The Offering was led by Research Capital Corporation as the lead underwriter and sole
bookrunner, on behalf of a syndicate of underwriters, including Canaccord Genuity Corp. and
Haywood Securities Inc. (collectively, the "Underwriters").
BW Energy Limited ("BW Energy") (OSE: BWE), directors and management of ReconAfrica and
certain other investors, participated in the Offering for approximately C$4.7 million. The Units
purchased by BW Energy are subject to a six-month lock-up agreement.
Each Unit is comprised of one common share of the Company ("Common Share") and one
Common Share purchase warrant of the Company ("Warrant"). Each Warrant entitles the holder
thereof to purchase one Common Share at an exercise price of C$0.60 until June 17, 2027. The
Warrants will commence trading on the TSX Venture Exchange ("TSXV") under the symbol
"RECO.WT.A" on or about June 24, 2025, subject to final TSXV acceptance.
The net proceeds from the Offering will be used for exploration activities, working capital and
general corporate purposes. The primary exploration activity to be funded with net proceeds from
the Offering will be the drilling of Prospect I, which has been named the Kavango West 1X well.
Work on the access road and drill site is currently being completed while the Company awaits
receipt of the remaining requisite permits. The rig mobilization to the Kavango West 1X location
is scheduled in late June, with drilling to begin thereafter.
Kavango West 1X – High Potential Exploration Well
The Kavango West 1X exploration well will be the second test in the expansive Damara Fold Belt
play. The prospect is a large fold identified on modern 2D seismic data which extends over 20
kilometers long by 5 kilometers wide and is expected to penetrate a thick Otavi carbonate
reservoir section, which is the primary target in the play. The Kavango West 1X well will be drilled
to a planned total depth of approximately 3,800 metres (12,500 feet) and is targeting 346 million
barrels of gross unrisked (30 million barrels of gross risked) prospective light/medium crude oil
resources on a 100% working interest basis, 312 million barrels(1,2) net unrisked (27 million barrels
net risked) to ReconAfrica's 90% working interest as at the date of the NSAI report or 1,839 billion
cubic feet of gross unrisked (133 Bcf risked) prospective natural gas resources on 100% working
interest basis, 1,655 billion cubic feet(1,2) unrisked net (120 Bcf net risked) to ReconAfrica's 90%
working interest as at the date of the NSAI report), based on the most recent prospective
resources report prepared by Netherland, Sewell & Associates, Inc. ("NSAI") as at December 31,
2024, filed on SEDAR+ at www.sedarplus.ca (the "NSAI Report")(1)(2).
Damara Fold Belt Play Across 11.5 Million Acres in Namibia and Angola
The Damara fold belt trend is identified in the subsurface by a grid of 2D seismic data, and the
Company has mapped 19 prospects and 4 leads on the Namibia side of the play. The Namibia
area is estimated to hold 2.6 billion barrels(1,2) of unrisked prospective light/medium crude oil
resources and 157 million barrels(1,2) of risked prospective light/medium crude oil resources from
the Damara Fold Belt play prospects on PEL 73.
(1) There is no certainty that any portion of the resources will be discovered. If discovered, there is no certainty that it will be
commercially viable to produce any portion of the resources. Prospective resources are those quantities of oil estimated,
as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development
projects. Prospective resources have both an associated chance of discovery and a chance of development. Prospective
resources are the arithmetic sum of multiple probability distributions. Unrisked prospective resources are estimates of the
volumes that could reasonably be expected to be recovered in the event of the discovery and development of these
prospects.
(2) Not reflective of ReconAfrica's current working interest of 70% of PEL 73.
Recently, the Company has entered a Memorandum of Understanding (MOU) with National
Agency for Petroleum, Gas and Biofuels of Angola (ANPG) for a joint exploration project in the
Etosha-Okavango basin, located onshore in southeastern Angola. This agreement is a strategic
addition to the Company's asset portfolio, which creates an opportunity for early entry into
onshore Angola at a low cost, with minimal work commitments. It complements ReconAfrica's
activities in Namibia and highlights the potential of the Damara Fold Belt and Rift Basin by adding
5.2 million contiguous acres in Angola to the existing 6.3 million acres in Namibia in the Damara
Fold Belt and Rift Basin exploration plays.

Damara Fold Belt (Namibia)
Best Estimate (2U) Prospective Light & Medium Crude Oil Resources (MMbbl)(1)(2)(3)

Unrisked Risked
Gross Company Gross Company
Play Area/Subclass (100%) Gross(1)(2)(3) Net(1)(2)(3) (100%) Gross(1)(2)(3) Net(1)(2)(3)
Damara
Prospects 2,566.1 2,309.5 2,194.0 156.5 140.9 133.8
Leads 123.2 110.9 105.3 4.1 3.7 3.5
Notes:
(1) The "Company Gross" and "Net" figures in the table above are as set out in the Resource Report (as defined below) and
have not been adjusted for the 20% working interest acquired by BW Energy from ReconAfrica pursuant to the strategic
farm down that closed January 29, 2025. As of December 31, 2024 (and the effective date of the Resource Report,
ReconAfrica owned a 90% working interest in PEL 73. As of the date hereof, ReconAfrica holds a 70% working interest in
PEL 73 (with BW Energy Limited holding a 20% working interest and the National Petroleum Corporation of Namibia holding
a 10% carried participating interest). "Net" includes a 5% deduction for royalties.
(2) ReconAfrica engaged Netherland, Sewell & Associates, Inc. ("NSAI"), an independent qualified reserves evaluator, to
provide an updated prospective resource report dated March 26, 2025 (with an effective date of December 31, 2024) relating
to the Company's prospective resources (the "Resource Report"). The Resource Report focused solely on the Company's
interest in certain prospects and leads located in the Damara Fold and Thrust Belt (Damara) play area and the Karoo Rift
play area of PEL 73. The preparation date of the Updated Report is January 1, 2025. Prospective resources are the
arithmetic sum of multiple probability distributions. See "Disclosure of Oil and Gas Information" for further information.
(3) There is no certainty that any portion of the prospective resources will be discovered. If they are discovered, there is no
certainty that it will be commercially viable to develop and produce any portion of the prospective resources.
Additional Details on the Offering
The Offering was completed by way of a prospectus supplement to the Company's short form
base shelf prospectus dated February 29, 2024, filed in all of the provinces and territories of
Canada, and the Units were sold outside of Canada on a private placement basis. Copies of the
prospectus supplement and the base shelf prospectus are available under the Company's profile
on SEDAR+ at www.sedarplus.ca.
Directors and officers of the Company participated in the Offering and were issued an aggregate
of 687,400 Units. Such participation in the Offering constitutes a "related party transaction" as
defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special
Transactions ("61-101"). The Offering is exempt from the formal valuation and minority
shareholder approval requirements of 61-101 as neither the fair market value of the securities
issued to related parties nor the consideration for such securities exceed 25% of the Company's
market capitalization. The Company did not file a material change report 21 days prior to closing
of the Offering as the participation of insiders of the Company in the Offering had not been
confirmed at that time and the shorter time period was necessary in order to permit the Company
to close the Offering in a timeframe consistent with usual market practice for transactions of this
nature.
The Underwriters received a cash commission equal to 7.0% of the gross proceeds of the Offering
(other than from the sale of Units to BW Energy and purchasers on the president's list, for which
a 3.0% cash commission was paid), for an aggregate of C$1,124,936. In addition, the
Underwriters were issued an aggregate of 2,124,472 broker warrants (the "Broker Warrants"),
equal to 7.0% of the number of Units sold under the Offering (other than with respect to those
sold to BW Energy and purchasers on the president's list, for which no Broker Warrants were
issued). In addition, the Underwriters received an advisory fee of C$95,000 (plus GST) and
121,380 advisory broker warrants on the same terms as the Broker Warrants. Each Broker
Warrant entitles the holder to acquire one Common Share at a price of C$0.50 until June 17,
2027.
This press release is not 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. The securities being
offered have not been, nor will they be, registered under the U.S. Securities Act and such
securities may not be offered or sold within the United States or to, or for the account or benefit
of, U.S. persons absent registration or an applicable exemption from the registration requirements
of the U.S. Securities Act and applicable U.S. state securities laws.
TSXV Final Approval of Certain Warrant Extensions
The TSXV has approved the application for extension of certain previously issued unlisted
warrants announced by the Company in a news release on May 21, 2025. The warrants with an
original expiry date of September 1, 2025, and an exercise price of C$1.40 per Common Share
will be extended to March 1, 2027. The warrants with an original expiry date of July 18, 2025, and
an exercise price of C$1.35 per Common Share will be extended to January 18, 2027. Warrant
holders will not have to take any action in connection with the extensions. The exercise prices
remain unchanged.
About BW Energy
BW Energy is a growth E&P company with a differentiated strategy targeting proven offshore oil
and gas reservoirs through low risk phased developments. The Company has access to existing
production facilities to reduce time to first oil and cashflow with lower investments than traditional
offshore developments. The Company's assets are 73.5% of the producing Dussafu Marine
licence offshore Gabon, 100% interest in the Golfinho and Camarupim fields, a 76.5% interest in
the BM-ES-23 block in, a 95% interest in the Maromba field in Brazil and a 95% interest in the
Kudu field in Namibia, all operated by BW Energy.
BW Energy, 74% owned by BW Group Ltd., was created as the E&P arm of Oslo listed BW
Offshore, a company with more than four decades of experience in operating advanced offshore
production solutions and executing complex projects. Since its origin, BW Offshore has executed
40 FPSO and FSO projects.
About ReconAfrica
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 petroleum licences
comprising ~13 million contiguous acres. 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 its project areas.
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.
For further information contact:
Brian Reinsborough, President and Chief Executive Officer
Mark Friesen, Managing Director, Investor Relations & Capital Markets
Email: admin@reconafrica.com
IR Inquiries Email: investors@reconafrica.com
Media Inquiries Email: media@reconafrica.com
Tel: +1-877-631-1160
17 June 2025
Sponsor
Cirrus Securities (Pty) Ltd
Member of the Namibia Securities Exchange
Cautionary Note Regarding Forward-Looking Statements:
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, statements with
respect to the expected use of proceeds from the Offering, the anticipated listing of the Warrants on the TSXV, spudding
of the Kavango West 1X well following final completion of the access road and drill site preparation, receipt of all
required permits and the rig being moved to the drilling location, which has been scheduled for late June 2025, the well
being drilled to a planned total depth of approximately 3,800 metres (12,500 feet) and targeting 255 million barrels of
unrisked prospective oil resources or 1,350 billion cubic feet of unrisked prospective natural gas resources, and 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 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 ("AIF") dated April 29,
2025 for the financial 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.
Disclosure of Oil and Gas Information:
The Resource Report and the prospective resource estimates contained therein and in this press release were prepared
by NSAI, an independent qualified reserves evaluator. The Resource Report was prepared in accordance with the
definitions and guidelines of the Canadian Oil and Gas Evaluation Handbook maintained by the Society of Petroleum
Evaluation Engineers (Calgary Chapter) and National Instrument 51-101 — Standards of Disclosure for Oil and Gas
Activities.
Prospective resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable
from undiscovered accumulations by applying future development projects. Prospective resources have both an
associated chance of discovery and a chance of development. Prospective resources are further categorized according
to the level of certainty associated with recoverable estimates assuming their discovery and development and may be
subclassified based on project maturity. The prospective resources included in Resource Report and in this press
release should not be construed as reserves or contingent resources; they represent exploration opportunities and
quantify the development potential in the event a petroleum discovery is made. A geologic risk assessment was
performed for these prospects and leads, as discussed in the Form 51-101F1 — Statement of Reserves Data and
Other Oil and Gas Information ("Form 51-101F1") dated April 29, 2025 and effective as of December 31, 2024, available
under the Company's profile at www.sedarplus.ca. The Resource Report is also available under the Company's profile
at www.sedarplus.ca
The Resource Report does not include economic analysis for these prospects and leads. Based on analogous field
developments, it appears that, assuming a discovery is made, the unrisked best estimate prospective resources in the
Resource Report have a reasonable chance of being economically viable. There is no certainty that any portion of the
prospective resources will be discovered. If they are discovered, there is no certainty that it will be commercially viable
to develop and produce any portion of the prospective resources.
For additional information concerning the risks and the level of uncertainty associated with recovery of the prospective
resources detailed herein and in the Resource Report, the significant positive and negative factors relevant to the
prospective resources estimates detailed herein and in the Resource Report and a description of the project to which
the prospective resources estimates detailed herein and in the Resource Report applies are contained within the Form
51-101F1.
The prospective resources shown herein and in the Resource Report have been estimated using probabilistic methods
and are dependent on a petroleum discovery being made. If a discovery is made and development is undertaken, the
probability that the recoverable volumes will equal or exceed the unrisked estimated amounts is 90 percent for the low
estimate, 50 percent for the best estimate, and 10 percent for the high estimate. Low estimate and high estimate
prospective resources have not been included in the Resource Report. For the purposes of the Resource Report, the
volumes and parameters associated with the best estimate scenario of prospective resources are referred to as 2U.
The 2U prospective resources have been aggregated beyond the prospect and lead level by arithmetic summation;
therefore, these totals do not include the portfolio effect that might result from statistical aggregation. Statistical
principles indicate that the arithmetic sums of multiple estimates may be misleading as to the volumes that may actually
be recovered.
Date: 17-06-2025 05:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
=====================