April 29, 2025 – Record Resources Inc. (TSX-V: REC) reports executing a non-brokered LIFE offering and separate non-brokered flow-through share offering.
The LIFE offering consists of 10,500,000 units at a price of $0.05 per unit for gross proceeds of up to $525,000. The offering has been structured to take advantage of the listed issuer financing exemption (LIFE) whereby securities of the company issued pursuant to the offering will be freely tradeable equity securities not subject to any hold period (see below).
Each unit consists of one common share and one share purchase warrant of the company. Each whole warrant is exercisable at a price of $0.07 per share for a period of 24 months following the closing of the offering. The company intends to use the net proceeds from the offering for exploration and evaluation of the company’s properties and for general working capital.
The company is planning a hydrogen soil-gas program. This early-stage program is expected to be assisted by the exploration team from Quebec Innovative Materials Corp., Laval, Quebec. The soil-gas sampling will assess the presence of hydrogen and helium diffusive or advective seepages.
Also, the company will undertake a geophysical survey. This geophysical survey will attempt to locate deep structures in the Precambrian basement. The survey will also evaluate the dynamics of gas transfer to traps potentially located within the sedimentary rock cover. This work will guide and inform planned future drilling.
The flow-through offering consists of up to 9,090,909 flow-through shares at a price of $0.055 per flow-through common share of the company for gross proceeds of $500,000. The gross proceeds received by the company from the sale of the flow-through shares will be used to incur Canadian Exploration Expenses (“CEE”) that are “flow-through mining expenditures” (as such terms are defined in the Income Tax Act (Canada)) on the company’s properties in Ontario. The flow-through shares issued will be subject to a four-month hold period.
The company can raise up to an aggregate of $1,025,000, with its LIFE and flow-through offering.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the offering is being made to purchasers resident in each of the Provinces of Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Exemption”). The securities offered under the Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document (the “Offering Document”) related to the Offering that 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 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 $0.07 per common share for a period of 24 months following the closing of the private placement.
Both the LIFE and flow-through offering are expected to close on or before May 30, 2025. The company may choose to close the LIFE offering earlier. Completion of the offerings are subject to certain conditions including the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
The company reports that following this financing it will have 145,555,763 shares outstanding. Both financings are subject to TSX Venture Exchange, regulatory and board approvals.