Reconnaissance Energy Africa Ltd. (formerly Lund Enterprises Corp.)
(the “
Company”) (TSX-V: RECO) is pleased to
announce that it has completed its reverse takeover transaction
(the “
Transaction”), as more particularly
described in its information circular dated February 28, 2019 (the
“
Information Circular”), a copy of which is
available on SEDAR at www.sedar.com under the Company’s profile.
The Company has received final approval of the TSX Venture Exchange
(the “
Exchange”) for the Transaction.
The Company will issue a subsequent press
release to announce the date on which trading in the Company’s
common shares will resume on the Exchange once a firm date for
trading resumption has been determined by the Exchange.
Name Change and
Consolidation
In connection with the closing of the
Transaction, the Company has changed its name from “Lund
Enterprises Corp.” to “Reconnaissance Energy Africa Ltd.”. In
addition, immediately prior to completing the Transaction, the
Company also completed a consolidation of its issued and
outstanding common shares on a 2:1 basis (the
“Consolidation”).
Transaction
The Transaction was completed by way of a share
exchange agreement pursuant to which the Company acquired all of
the issued and outstanding common shares of 1163631 B.C. Ltd.
(“Reconnaissance”) from the shareholders of
Reconnaissance in exchange for common shares of the Company
(on a post-Consolidation basis) on the basis of one (1) Company
common share for each Reconnaissance common share, resulting
in the reverse takeover of the Company by former shareholders of
Reconnaissance and Reconnaissance becoming a wholly-owned
subsidiary of the Company.
Concurrent Financing
In connection with the Transaction, the Company
completed a non-brokered private placement (the “Concurrent
Financing”) of 17,053,280 units (each, a
“Unit”) of the Company at $0.20 per Unit for
aggregate gross proceeds of $3,410,656. Each Unit is comprised of
one common share of the Company (on a post-Consolidation basis) and
one common share purchase warrant (each, a
“Warrant”), with each Warrant being exercisable
into one common share of the Company at an exercise price of $0.50
per share until August 30, 2024.
In connection with the Concurrent Financing, the
Company paid finders’ fees in respect of subscribers introduced to
the Company, which consisted of cash payments in the aggregate
amount of $80,670 and the issuance of 403,350 common share broker
warrants (the “Broker Warrants”), with each Broker
Warrant being exercisable into one common share of the Company at
an exercise price of $0.20 per share until August 30, 2021.
All securities issued under the Concurrent
Financing are subject to a four month hold period expiring on
December 31, 2019 in accordance with the policies of the Exchange
and applicable securities laws.
Capitalization
Upon closing of the Transaction, the Company has
61,337,499 common shares of the Company issued and outstanding on
an undiluted basis.
In addition to the common shares, the Company
also has an aggregate of 17,053,280 Warrants and 403,350 Broker
Warrants issued and outstanding as of the date hereof.
The following common shares of the Company will
be held in escrow as required by the Exchange:
Number of Securities held in Escrow |
% of Class(1) |
Type of Escrow |
Release Schedule |
13,460,568 |
21.9% |
|
Tier 2 Value Security Escrow |
10% on the date of the final Exchange bulletin and a further 15%
every six months thereafter over a 36 month period. |
638,898 |
1.0% |
|
Tier 1 Value Security Escrow |
25% on the date of the final Exchange bulletin and a further 25%
every 6 months thereafter over an 18 month period. |
10,769,714 |
17.6% |
|
Seed Share Resale Restrictions |
10% on the date of the final Exchange bulletin and a further 15%
every six months thereafter over a 36 month period. |
Note:(1) Percentages calculated based on undiluted
total Company shares issued and outstanding of
61,337,499.
Please see the Information Circular for
additional details regarding the capitalization of the Company.
Strategic Shareholders
Pursuant to the Transaction, Ms. Nancy Burke, a
party to the share exchange agreement, acquired 2,000,000 common
shares of the Company in exchange for 2,000,000 shares of
Reconnaissance. Pursuant to the Concurrent Financing, Ms. Burke
also acquired 4,500,000 Units at a price of $0.20 per Unit for
total cash consideration of $900,000. In aggregate following the
completion of the Transaction and Concurrent Financing, Ms. Burke’s
holdings represent 10.6% of the issued and outstanding common
shares of the Company, on a non-diluted basis, and 16.7% on a
partially diluted basis, assuming the exercise of the Warrants
forming part of the Units. Ms. Burke did not beneficially own any
securities in the Company prior to the Transaction.
Pursuant to the Transaction, Mr. David Elliott,
as a party to the share exchange agreement and through parties to
the share exchange agreement over which he exercises control,
acquired 5,718,916 common shares of the Company in exchange for
5,718,916 shares of Reconnaissance. Pursuant to the Concurrent
Financing Mr. Elliott, through accounts controlled by him, also
acquired 900,000 Units at a price of $0.20 per Unit for total cash
consideration of $180,000. In aggregate following the completion of
the Transaction and Concurrent Financing, Mr. Elliott’s holdings
represent 11.6% of the issued and outstanding common shares of the
Company, on a non-diluted basis, and 12.9% on a partially diluted
basis, assuming the exercise of the Warrants forming part of the
Units. Mr. Elliott beneficially owned or controlled 500,000 common
shares of the Company (on a post-consolidation basis), representing
9.0% of the Company’s issued and outstanding common shares, prior
to the completion of the Transaction and Concurrent Financing.
Pursuant to the Transaction, Mr. Craig Steinke,
as a party to the share exchange agreement, acquired 10,251,964
common shares of the Company in exchange for 10,251,964 shares of
Reconnaissance. Following the completion of the Transaction, Mr.
Steinke’s holdings represent 16.7% of the issued and outstanding
common shares of the Company, on a non-diluted basis. Mr. Steinke
did not beneficially own any securities in the Company prior to the
Transaction.
The common shares of the Company and the Units,
as applicable, were acquired by each of Ms. Burke, Mr. Elliott and
Mr. Steinke for investment purposes and with a long-term view of
the investment. Each of Ms. Burke, Mr. Elliott and Mr. Steinke may
acquire additional securities of the Company either on the open
market or through private acquisitions or sell securities of the
Company either on the open market or through private dispositions
in the future, depending on market conditions, revised investment
plans and/or other relevant factors.
The foregoing disclosure regarding the holdings
of strategic shareholders is being disseminated pursuant to
National Instrument 62-103 The Early Warning System and Related
Take-Over Bid and Insider Reporting. A copy of the report to be
filed with Canadian securities regulators in connection with the
acquisition of these securities will be available on the Company’s
SEDAR profile at www.sedar.com and may also be obtained by
contacting Jay Park at +44 7748 354 555 (Berkeley Square House,
Berkeley Square, London, UK W1J 6BD).
Directors and Officers
The directors and officers of the Company upon
closing of the Transaction are as follows:
J. Jay Park, QC – Chief Executive Officer and
DirectorChet Idziszek – DirectorJames Granath – DirectorIan Brown –
Chief Financial OfficerLiz Anderson – Corporate Secretary
Please see the Information Circular for
additional information regarding each of the directors and officers
of the Company.
For further information contact:
Reconnaissance Energy Africa Ltd.J. Jay Park,
QCChief Executive Officer and DirectorTel: +44 7748 354
555
Cautionary Statement Regarding Forward-Looking
Information
This news release includes certain
“forward-looking statements” under applicable Canadian securities
legislation that are not historical facts. Forward-looking
statements involve risks, uncertainties, and other factors that
could cause actual results, performance, prospects, and
opportunities to differ materially from those expressed or implied
by such forward-looking statements. Forward-looking statements in
this news release include, but are not limited to, statements with
respect to the Company’s objectives, goals or future plans,
the business and operations of the Company following the
completion of the Transaction and the anticipated date on which
trading of the Company’s common shares will commence on the
Exchange. Forward-looking statements are necessarily based on a
number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties
and other factors which may cause actual results and future events
to differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: general business, economic and social uncertainties;
litigation, legislative, environmental and other judicial,
regulatory, political and competitive developments; delay or
failure to receive board, shareholder or regulatory approvals;
those additional risks set out in the Company’s public documents
filed on SEDAR at www.sedar.com; and other matters discussed in
this news release. Although the Company believes that the
assumptions and factors used in preparing the forward-looking
statements are reasonable, undue reliance should not be placed on
these statements, which only apply as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. Except where required by
law, the Company disclaims any intention or obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.
NEITHER THE EXCHANGE NOR ITS REGULATION
SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE
EXCHANGE) ACCEPTS RESPONSIBILITY OF THE ADEQUACY OR ACCURACY OF
THIS RELEASE.
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