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ReconAfrica completes acquisition of Renaissance

5th August 2021

Canadian oil and gas company Reconnaissance Energy Africa (ReconAfrica) has completed its acquisition of Renaissance Oil Corp.

JULY 27, 2021 - VANCOUVER, BC – Reconnaissance Energy Africa Ltd. (“ReconAfrica”) (TSX-V: RECO) (OTCQX: RECAF) (Frankfurt: 0XD) and Renaissance Oil Corp. (“Renaissance”) (TSX-V: ROE) (OTCQB: RNSFF) are pleased to announce that they have completed the previously announced (on each of April 19, May 19, July 15 and July 26) acquisition by ReconAfrica of Renaissance by way of plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”) effective at 12:01 a.m. (Vancouver time) on July 27, 2021.

Pursuant to the Arrangement, the holders of common shares of Renaissance (the “Renaissance Shares”) received 0.046 (the “Exchange Ratio”) of a common share of ReconAfrica (each whole common share, a “ReconAfrica Share”) for each Renaissance Share held at the close of business on July 26, 2021. All outstanding options and warrants of Renaissance will be exchanged for economically equivalent options and warrants to purchase ReconAfrica Shares (subject to adjustment based on the Exchange Ratio).

ReconAfrica is a Canadian oil and gas company engaged in the opening of the newly discovered deep Kavango Sedimentary Basin, in the Kalahari Desert of northeastern Namibia and northwestern Botswana. ©ReconAfrica

ReconAfrica has received the acceptance of the TSX Venture Exchange (“TSXV”) to list the ReconAfrica Shares on the TSXV. The Renaissance Shares are expected to be delisted from the TSXV at the close of trading on July 29, 2021, and Renaissance intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

Pursuant to the letter of transmittal mailed to shareholders of Renaissance as part of the materials in connection with the annual general and special meeting of shareholders of Renaissance held on July 13, 2021 (the “Meeting”), in order to receive the ReconAfrica Shares to which they are entitled, registered holders of Renaissance Shares are required to deposit their share certificate(s) representing Renaissance Shares, together with a duly completed letter of transmittal, with Computershare Investor Services Inc., the depositary under the Arrangement. Shareholders whose Renaissance Shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their Renaissance Shares.

Further information about the Arrangement is set forth in the materials prepared by Renaissance in respect of the Meeting which were mailed to Renaissance shareholders and filed under Renaissance’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Early Warning Reporting By virtue of its acquisition of all of the issued and outstanding Renaissance Shares under the Arrangement, ReconAfrica is required to file an early warning report pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the Early Warning Report will be filed on Renaissance’s SEDAR profile at www.sedar.com.

None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United State Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issued in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.


Source: ReconAfrica (originally published on 27th July 2021)