Record Resources to Execute LIFE and Flow-Through Share Offering

Calgary, April 29, 2025 - Record Resources Inc. (TSXV: 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.

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/250120