VANCOUVER, BC, July 27, 2021 /CNW/ - Reconnaissance Energy
Africa Ltd. ("ReconAfrica") (TSXV: RECO) (OTCQX: RECAF)
(Frankfurt: 0XD) and Renaissance
Oil Corp. ("Renaissance") (TSXV: 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 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
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, where ReconAfrica holds
petroleum licenses comprising approximately 8.5 million contiguous
acres. In all aspects of its operations, ReconAfrica is committed
to minimal disturbances in line with international best standards
and will implement environmental and social best practices in all
of its project areas.
Neither the TSXV nor its regulation services provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news
release.
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
delisting of the Renaissance Shares and the applications for
Renaissance to cease to be a reporting issuer. 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
and Renaissance'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 ReconAfrica's and
Renaissance's actual results and future events could differ
materially from those anticipated in these forward-looking
statements. Factors that could cause actual results and future
events to differ materially from those anticipated in these
forward-looking statements are set forth in the "Risk Factors"
section in ReconAfrica's amended and restated annual information
form dated May 19, 2021 available
under ReconAfrica's profile at www.sedar.com and in the "Risk
Management and Rick Factors" section in Renaissance's management's
discussion and analysis for the year ended December 31, 2020. 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 and Renaissance. The forward-looking
information contained in this news release is made as of the date
hereof and ReconAfrica and Renaissance undertake 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.
SOURCE Renaissance Oil Corp.