Record Resources closes $1.9-million private placement

Mr. Robert Kramberger reports RECORD RESOURCES CLOSES $1.9 MILLION OFFERING TO ADVANCE STRATEGIC GROWTH INITIATIVES IN GABON, AFRICA Record Resources Inc. has completed its previously announced brokered private placement offering of units of the company at a price of six cents per unit for aggregate gross proceeds of approximately $1.9-million, including the full exercise of the agent's option. The offering was led by Research Capital Corp. as the sole agent and sole bookrunner. Each unit is composed of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at an exercise price of nine cents per common share at any time June 23, 2028. The warrants issued pursuant to the listed issuer financing exemption offering (defined below) under applicable Canadian securities laws shall be exercisable beginning 60 days following the date hereof. The net proceeds from the offerings will be used to progress strategic growth plans in Gabon, Africa, and for working capital and general corporate purposes related to the company's existing oil development and high-impact exploration assets. The company issued 23,333,332 units pursuant to 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) to purchasers resident in Canada (other than the province of Quebec) 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, and are not subject to a statutory hold period pursuant to applicable Canadian securities laws. There is a second amended and restated offering document related to the LIFE offering dated Dec. 22, 2025, that can be accessed under the company's profile at SEDAR+ and at the company's website. The company issued 8,333,332 units under a private placement pursuant to applicable prospectus exemptions in accordance with National Instrument 45-106 (Prospectus Exemptions) and are subject to a hold period expiring April 24, 2026, in accordance with the policies of the TSX Venture Exchange and applicable securities laws. In connection with the offering, the company: (i) paid the agent a cash commission of $133,527.99; and (ii) issued an aggregate of 2,225,467 non-transferable broker warrants. Each broker warrant entitles the holder to purchase one unit at an exercise price equal to the offering price at any time until June 23, 2028. In addition, the company paid an advisory fee of $11,000 and issued 307,866 advisory warrants of the company on the same terms as the broker warrants. Certain directors and officers of the company participated in the offering and purchased an aggregate of 683,332 units for gross proceeds of $41,000 (which units are subject to a hold period expiring April 22, 2026, in accordance with the policies of the TSX-V and applicable securities laws). The insiders' participation is considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Such insider participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101 as the company is not listed on any of the exchanges or markets outlined in Subsection 5.5(b) of MI 61-101, and the fair market value of the securities distributed to the insiders did not exceed 25 per cent of the company's market capitalization. A material change report with respect to such insider participation in the offering was not filed 21 days before closing of the offering as the details of such insider participation were not known at such time. We seek Safe Harbor.