Calgary, Alberta--(Newsfile Corp. - December 23, 2025) - Record Resources Inc. (TSXV: REC) (the "Company" or "Record") is pleased to announce that it completed its previously announced brokered private placement offering (the "Offering") of units of the Company (the "Units") at a price of $0.06 per Unit (the "Offering Price") for aggregate gross proceeds of approximately $1,900,000, including the full exercise of the agent's option. The Offering was led by Research Capital Corporation as the sole agent and sole bookrunner (the "Agent").

Each Unit is comprised of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.09 per Common Share at any time June 23, 2028. The Warrants issued pursuant to the LIFE 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.

23,333,332 Units were issued 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 ("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, 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 December 22, 2025 that can be accessed under the Company's profile at www.sedarplus.ca and at the Company's website at www.recordresourcesinc.com.

8,333,332 Units were issued 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 (the "TSXV") 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 (the "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 TSXV 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 ("MI 61-101"). 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% 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.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This news release contains statements that constitute "forward-looking statements." Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. These forward‐looking statements or information relate to, among other things, the intended use of proceeds from the Offerings.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: the conditions to closing of the Offerings may not be satisfied, management's broad discretion regarding the use of proceeds of the Offerings, the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect the Company's business and results of operations; and the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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