Calgary, Alberta — December 23, 2025 — Leads & Copy — Record Resources Inc. (TSXV: REC) has completed a brokered private placement offering, raising approximately $1.9 million in gross proceeds. The offering included the full exercise of the agent’s option.
Research Capital Corporation acted as the sole agent and bookrunner for the offering. The private placement involved the issuance of units at a price of $0.06 per unit. Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each whole warrant allows the holder to purchase one common share at an exercise price of $0.09 per share, exercisable any time June 23, 2028. Warrants issued under the LIFE Offering are exercisable beginning 60 days following December 23, 2025.
The company plans to use the net proceeds from the offering to advance its strategic growth plans in Gabon, Africa, and for working capital and general corporate purposes related to its existing oil development and exploration assets.
A total of 23,333,332 units were issued under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemptions (“LIFE Offering”), to purchasers resident in Canada (other than the province of Québec) and in other qualifying jurisdictions outside of Canada on a private placement basis pursuant to relevant prospectus or registration exemptions in accordance with applicable laws. These units are not subject to a statutory hold period under applicable Canadian securities laws. Details can be found in the second amended and restated offering document dated December 22, 2025, available on www.sedarplus.ca and the company’s website.
An additional 8,333,332 units were issued under a private placement according to applicable prospectus exemptions within National Instrument 45-106 – Prospectus Exemptions. These units are subject to a hold period expiring April 24, 2026, in accordance with TSX Venture Exchange policies and securities laws.
In connection with the offering, Record Resources (i) paid the Agent a cash commission of $133,527.99 and (ii) issued 2,225,467 non-transferable broker warrants. Each broker warrant allows the holder to purchase one unit at an exercise price equal to the Offering Price until June 23, 2028. The Company also paid an advisory fee of $11,000 and issued 307,866 advisory warrants of the Company on the same terms as the Broker Warrants.
Company directors and officers participated in the offering, purchasing 683,332 units for gross proceeds of $41,000. These units are subject to a hold period expiring April 22, 2026, as per TSXV policies and securities laws. This insider participation is a related party transaction under Multilateral Instrument 61-101. Exemptions from formal valuation and minority shareholder approval requirements were applied because the company is not listed on specified exchanges, and the securities distributed to insiders did not exceed 25% of the company’s market capitalization. A material change report was not filed 21 days before closing because the details of insider participation were not known at that time.
Robert Kramberger
VP Investor Relations & Capital Markets
Record Resources Inc.
T. +1-514-758-8080
Source: Record Resources Inc.
