Record Resources closes $1.9-million private placement

Executive Summary

• Record Resources Inc. has closed a brokered private placement offering of units at $0.06 per unit, raising approximately $1.9 million in aggregate gross proceeds, including the full exercise of the agent's over-allotment option.
• The net proceeds will be utilized to advance strategic growth plans in Gabon, Africa, as well as for working capital and general corporate purposes related to the company's existing oil development and high-impact exploration assets.
• The offering included the issuance of common shares and warrants, with specific hold periods and insider participation details disclosed in compliance with Canadian securities laws.

Key Details

• Gross Proceeds: Approximately $1.9 million.
• Price Per Unit: $0.06.
• Total Units Issued: 31,666,664 units (23,333,332 units under Listed Issuer Financing Exemption and 8,333,332 units under standard private placement exemptions).
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms:
  • Exercise Price: $0.09 per common share.
  • Expiry Date: June 23, 2028.
  • Exercisability: Begins 60 days following the date of the release.
• Use of Proceeds: Progressing strategic growth plans in Gabon, Africa; working capital; and general corporate purposes for existing oil development and high-impact exploration assets.
• Agent Commission: Cash commission of $133,527.99 paid to Research Capital Corp.
• Broker Warrants: 2,225,467 non-transferable broker warrants issued, exercisable at the offering price ($0.06) until June 23, 2028.
• Advisory Fees: $11,000 paid in cash, plus 307,866 advisory warrants issued on the same terms as broker warrants.
• Insider Participation: Directors and officers purchased 683,332 units for gross proceeds of $41,000. These units are subject to a hold period expiring April 22, 2026.
• Hold Periods:
  • 8,333,332 units (standard private placement) subject to a hold period expiring April 24, 2026.
  • Insider units subject to a hold period expiring April 22, 2026.
  • Units issued under Listed Issuer Financing Exemption are not subject to a statutory hold period.
• Regulatory Context: Offering conducted under Part 5A of National Instrument 45-106 and Coordinated Blanket Order 45-935. Insider participation was exempt from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101.