RECONAFRICA ANNOUNCES NON-BROKERED PRIVATE PLACEMENT WITH OFFICERS AND DIRECTORS AND STOCK OPTION GRANT

/Not for dissemination, release or publication in or into the United States or for Distribution to U.S. Newswire Services/

VANCOUVER, BC, Aug. 3, 2023 /CNW/ - Reconnaissance Energy Africa Ltd. (the "Company" or "ReconAfrica") (TSXV: RECO) (OTCQX: RECAF) (Frankfurt: 0XD) is pleased to announce that it intends to complete a non-brokered private placement with officers and directors of the Company of units (the "Units") of the Company at a price of $1.12 per Unit for gross proceeds of $1,200,000 (the "Offering"), of which approximately $1,000,000 is being subscribed for by the Company's new Chief Executive Officer. Each Unit will consist of one common share in the capital of the Company (each, a "Common Share") and one common share purchase warrant of the Company (each, a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share at a price of $1.37 for a period of 24 months from the closing of the Offering.

The proceeds from the Offering are expected to be used for general corporate and working capital purposes.

Closing of the Offering is expected to occur on or before August 31, 2023, and is subject to the receipt of all regulatory approvals including the acceptance of the TSX Venture Exchange. The securities issued in connection with the Offering will be subject to a hold period of four months and one day from the closing of the Offering in accordance with applicable Canadian securities legislation.

In addition, the Company announces that it has granted incentive stock options (the "Options") to certain directors, officers, employees, and consultants of the Company to acquire an aggregate of 4,905,000 common shares in the capital of the Company at an exercise price of $1.40 per share in accordance with the Company's 10% rolling incentive stock option plan. The Options are exercisable for a five-year term expiring August 3, 2028, and will be subject to certain vesting provisions as determined by the board of directors of the Company.

Incentive stock options granted to directors, officers, employees and consultants of the Company are subject to restrictions on resale until December 3, 2023, in accordance with the policies of the TSX Venture Exchange.

The securities referred to in this news release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

For one (1) year after the Offering, an offer or sale of the Units (and component securities) or engaging in hedging transactions with regard to such Units (and component securities) within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) will violate the registration requirements of the U.S. Securities Act if otherwise than in accordance with an available exemption from registration under the U.S. Securities Act. Warrants issued outside the United States will bear a legend to the foregoing effect. The Company will not register any transfer of such Units (and component securities) not made in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from registration under the U.S. Securities Act.

About ReconAfrica

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 the Company holds petroleum licences comprising ~8 million contiguous acres. In all aspects of its operations ReconAfrica is committed to minimal disturbance of habitat in line with best international 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 policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

For further information contact:
Craig Steinke - Executive Chairman | Tel: [phone]
Grayson Andersen - Manager, IR | Tel: [phone]

Email: [email protected]
IR Inquiries Email: [email protected]
Media Inquiries Email: [email protected]

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 closing date of the Offering. 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 dated June 20, 2023, 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.

SOURCE Reconnaissance Energy Africa Ltd.