Record Resources Increases Size of Total Financing and Files Amended LIFE Offering Document

Calgary, Alberta--(Newsfile Corp. - November 28, 2024) - Record Resources Inc. (TSXV: REC) reports that the company is increasing the total size of its financing it is presently undertaking via a LIFE offering by adding a separate private placement.

Under the terms of the newly announced private placement, the company is offering up to 5,000,000 Units. Each Unit consists of a $0.03 common share and one-half of one share purchase warrant exercisable at a price of $0.05 per share for a period of 36 months. The private placement is expected to raise gross proceeds of up to $150,000.

As previously reported in its November 21, 2024 news release, the company is raising $330,000 through a LIFE Offering. Combined with the new private placement, the company will raise up to an aggregate of $480,00 through the issuance of 16,000,000 units assuming the completion of the LIFE Offering and the private placement in the maximum amount of $150,000.

The company intends to use the net proceeds from the Offering for exploration and evaluation of the company's properties, including the newly acquired Beauchamp Property, and for general working capital.

The company also reports that it has filed today an amended and restated offering document regarding its LIFE Offering. The original closing date of on or around November 29, 2024 has been extended to become on or around December 30, 2024. On November 8, 2024, Record entered into a loan agreement, which was amended and restated as of November 27, 2024, with Trading Bay Oil & Gas LLC, Anchorage, Alaska. Trading Bay agreed to provide the company with a loan facility in the amount of C$550,000. As yet, Record has not drawn down on this facility. Trading Bay is owned Paul Craig, a director and shareholder of Record Resources Inc. Any drawdown under the loan agreement would be considered a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The related party transaction will however be exempt from the formal valuation and minority approval requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25% of Record's market capitalization.

The amended and restated offering document related to the Offering can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.recordgoldcorp.com. Prospective investors should read this amended and restated offering document before making an investment decision.

In connection with the new private placement, the company may pay finder's fees and issue finder shares and finder warrants to EMD Financial Inc. as well as any other registrants participating in the Offering, consisting of: (i) cash finder's fees of up to 8% of the gross proceeds of the private placement; (ii) finder shares in an amount equal to up to 4% of the number of Units issued pursuant to the private placement; and (iii) finder warrants in an amount equal to up to 4% of the number of Units issued pursuant to the private placement, exercisable at a price of $0.05 per common share for a period of 36 months following the closing of the private placement.

Both the LIFE Offering and the Private Placement, are expected to close on or before December 30, 2024, however the company may close the LIFE Offering beforehand. Completion of the Offering is subject to certain conditions including the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

Cautionary Statements
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes", an or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would" , "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: approval of the Private Placement and obtaining a full revocation order. This forward-looking information reflects the Company's current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. These assumptions include, but are not limited to: the market acceptance of the Private Placement; the ability of the Company to obtain a full revocation order and the receipt of all required approvals in connection with the foregoing. Forward looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market price for securities; and the delay or failure to receive board, shareholder, court or regulatory approvals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law the Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The Units and the securities comprising the Units have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in the Unites States, or any other jurisdiction, in which such offer, solicitation or sale would be unlawful. Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/231780