Record Resources Clarifies MCTO Application And Closes Private Placement
Calgary, February 6, 2024 - Record Resources Inc. (TSXV: REC) has clarified its application to the Alberta Securities Commission, as principal regulator, and its additional regulators, to approve a temporary management cease trade order ("MCTO") under National Policy 12-203 - Management Cease Trade Orders ("NP 12-203"). If granted, the MCTO will prohibit the trading in securities of the Company by its Chief Executive Officer, Chief Financial Officer, so long as the required filings remain outstanding. The issuance of an MCTO will generally not affect the ability of persons who are not or have not been management of the Company to trade in its securities.
The required filings include the audited financial statements for the year-ended September 30, 2023, the related management's discussion and analysis and related CEO and CFO certificates, which were due to be filed by January 29, 2024. The completion of the audit is delayed by the ongoing staffing shortages at the audit firm as a result of the pandemic. The Company has been assured by its auditor that these staffing issues have been remedied. Notwithstanding these remedies, the Company requires additional time to complete and submit the required filings.
The Company anticipates that, subject to current conditions remaining unchanged, to file the required filings by February 15, 2024. The Company confirms that it will satisfy the provisions of the alternative information guidelines set out under Sections 9 and 10 of NP 12-203 for so long as it remains in default of the above-noted filing requirements. The Company further confirms that there is no other material information relating to its affairs that has not been generally disclosed. Other than as disclosed herein, the Company is up to date in its filing obligations.
The Company is not currently subject to any insolvency proceedings. If the Company provides any information to any of its creditors during the period in which it is in default of filing the Interim Filings, the Company confirms that it will also file material change reports on SEDAR containing such information.
The Company's additional regulators to whom the MCTO application was made are: The British Columbia Securities Commission, and the Ontario Securities Commission.
In other news, the company reports closing the first tranche of its private placement of shares (announced in December 19, 2023 news release). The company has issued 957,122 common shares at a price of $0.035 per share, and 957,122 common share warrants exercisable at $0.06 per share for two years. The first tranche of this private placement raised $33,500 in proceeds. The proceeds from the financing are for exploration and working capital. No commission was paid in connection with the financing.
The company reports that, following this financing, it will have 35,414,520 shares outstanding. This financing is subject to TSX Venture Exchange, regulatory and board approvals.
For more information please contact:
Michael C. Judson, Chairman & CEO
Record Resources Inc.
T. +1-514-865-5496
Website: www.recordgoldcorp.com
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.
The TSX Venture Exchange has neither approved nor disapproved the contents of this news 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.
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