Mr. Michael Judson reports
RECORD RESOURCES ANNOUNCES $500,000 BROKERED LIFE OFFERING TO ADVANCE STRATEGIC GROWTH INITIATIVES IN GABON, AFRICA
Record Resources Inc. has arranged a brokered, best effort listed issuer financing exemption private placement offering of units of the company at a price of six cents per unit for aggregate gross proceeds to the company of up to $500,000. The offering is led by Research Capital Corp. as the sole agent and sole bookrunner.
It is expected that certain directors of the company may subscribe into the offering alongside investors.
Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant shall entitle the holder thereof to purchase one common share at an exercise price of nine cents per common share for a period of 30 months following the closing of the offering.
The company will grant the agent an option to increase the size by up to an additional 15 per cent of the number of units sold in the offering, by giving written notice of the exercise of the agent's option, or a part thereof, to the company at any time up to two business days prior to closing of the offering.
The net proceeds from the offering 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.
Overview of Record's operations in Gabon
As previously announced on Sept. 8, 2025, Record formed a strategic joint venture with a highly experienced operator in Africa, and the consortium has entered into a production-sharing contract with the Gabonese Republic and Gabon Oil Company, the national oil and gas company. The PSC is for the exploration, appraisal, development and production of oil and gas on Gabon offshore block C-7, renamed Ngulu. Under the terms of the joint venture, Record and the strategic partner have formed a joint venture whereby each party has acquired a working interest of 20 per cent and 55 per cent, respectively. The strategic partner is designated as the operator under the PSC, and fully carries and finances Record through the commitments on the Ngulu block, including the drilling of a shallow offshore well to total depth. The remaining working interests are held by the GOC with a 15-per-cent working interest and the Republic of Gabon with a 10-per-cent working interest (carried).
Gabon transaction and asset highlights:
- Transformational acquisition positions Record as a significant West Africa exploration and production company;
- Fully carries Record through the commitments on the Ngulu block, including the drilling of a shallow offshore well to TD;
- Diversified portfolio with low-risk appraisal, development and exploration assets;
- Near-term oil production potential could provide cash flow to finance exploration growth;
- Capital-efficient entry terms include a large concession with minimal work phased over a four-year commitment;
- Advanced seismic reprocessing to unlock exploration upside while derisking prospects;
- PSC agreement, which covers 1,214 square kilometres and is roughly equivalent to 54 Gulf of Mexico blocks, is located in shallow offshore water in central Gabon;
- Ngulu is located on trend and offset to a number of sizable producing fields, which range in size from 38 million barrels to 250 MMbbl;
- Existing oil discovery, the Loba field, was drilled in 1976 with 140-metre gross pay (70-metre net pay), and provides for low-risk appraisal and development opportunities and near-term production;
- Loba field complex has potential production of approximately 20,000 barrels per day based on offset fields;
- Significant exploration upside from an inventory of 28 mapped prospects (Lepidote Deep, Pompano Dentex complex and the Palomite complex) that are analogous to play types found in the Gulf of Mexico;
- The consortium has committed during the initial four-year term to execute detailed geological and geophysical studies, advance 3-D seismic reprocessing on an existing database, and drill one well on the block.
Coming near-term plans:
- Seismic reprocessing project being undertaken to enhance the imaging of prospects across the partnership's extensive inventory of appraisal and exploration plays on its assets in Gabon;
- Focused on unlocking value for its shareholders, Record, in conjunction with its strategic partner, plans to release a third party resource report in first quarter 2026 outlining the scale and scope of the Ngulu block in Gabon, Africa;
- Further planning for the appraisal/development drilling on the existing Loba oil field described above.
Production-sharing contract
The PSC grants Record a 20-per-cent working interest on Ngulu over the initial four-year term, with the option to renew for an additional four years. The remaining interests are allocated to the strategic partner with 55 per cent as the operator, GOC with 15 per cent and the Republic of Gabon with a 10-per-cent carried interest. GOC has the option to enter the joint venture, and own a 15-per-cent interest of the asset and any future production based on market terms. Under the terms of the PSC, the consortium has committed during the initial four-year term to execute detailed geological and geophysical studies, advance 3-D seismic reprocessing on an existing database and drill one well on the block.
Overview of oil and gas in Gabon
The oil and gas sector in Gabon remains a cornerstone of its economy. Gabon is one of Africa's leading oil producers, underpinning the country's fiscal stability and external trade.
The government of Gabon has expressed its commitment to creating a regulatory environment that attracts investment and encourages the full development of the country's plentiful natural resources as a means of creating wealth for the country and its people.
Gabon currently produces over 220,000 bbl/d from its reserves of approximately two billion barrels of proven oil reserves and has significant potential for natural gas. There are numerous major international operators in Gabon, including, but not limited to, Perenco, BW Energy, Total Energies, Maurel & Prom, Sinopec, Vaalco Energy, and Panoro Energy.
Additional offering details
The units will be offered for sale pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions), as amended by CSA Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption), in all provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States. The units offered under the listed issuer financing exemption will be immediately free trading upon closing of the offering under applicable Canadian securities laws.
There is an offering document related to this offering that can be accessed under the company's profile at SEDAR+ and at the company's website. Prospective investors should read this offering document before making an investment decision.
The closing of the offering is expected to occur on or about the week of Dec. 22, 2025, or on such date as the agent and company may agree upon. Closing is subject to the company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange.
The agent will receive a cash commission of 8.0 per cent of the aggregate gross proceeds of the offering and such number of broker warrants as is equal to 8.0 per cent of the number of units sold under the offering. Each broker warrant entitles the holder to purchase one unit at an exercise price equal to six cents for a period of 30 months following the closing.
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