Reconnaissance Energy Africa Ltd. and Renaissance Oil Corp. 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.
—-
April 19, 2021 Announcement
Pursuant to the LOI, ReconAfrica will issue to each holder of a Renaissance Share 0.046 of a common share of ReconAfrica (each whole common share, a "ReconAfrica Share") (the "Consideration"). The value of the Consideration represents a 1.45% premium over the closing price of the Renaissance Shares on the TSX Venture Exchange (the "TSXV") on April 16, 2021, the last day of trading prior to the announcement of the Transaction and based on the closing price of the ReconAfrica Shares on the TSX.V of $7.62 on April 16, 2021. The terms of the Transaction value Renaissance at $.35 per share or approximately $155 million. Following the completion of the Transaction, current shareholders of Renaissance will hold approximately 20,340,792 shares or 11.36% of the fully diluted issued and outstanding shares of ReconAfrica.
—-
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.
Source: ReconAfrica
Join our mailing list here
