Record Resources Inc. — Capital/Financing Update 2025

Dec 8, 2025

This Offering Document (the Offering Document") constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities and to those persons to whom they may be lawfully offered for sale. This Offering Document is not, and under no circumstances is to be construed as a prospectus or advertisement or a public offering of these securities.

OFFERING DOCUMENT

UNDER THE LISTED ISSUER FINANCING EXEMPTION
December 8, 2025

RECORD RESOURCES INC.

SUBSCRIPTION PRICE: $0.06 PER UNIT

WHAT ARE WE OFFERING?

Offering:	Record Resources Inc. (the “Issuer”, “Record” or “REC”) is hereby offering for sale to eligible investors Units of the Issuer pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”).
The Units:	Each unit (a “Unit”) will consist of one common share of the Issuer (a “Share”) and one-half of one common share purchase warrant of the Issuer (each whole warrant, a “Warrant”), to be offered by Research Capital Corporation (“RCC” or the “Agent”) on a commercially reasonable “best efforts” private placement basis. Each Warrant will be exercisable to acquire one Share (each a “Warrant Share”, and together with the Units, Shares and Warrants, the “Securities”) at an exercise price of $0.09 per Share for a period of 30 months from the date of closing.
Offering Price:	$0.06 per Unit (the “Offering Price”).
Offering Amount:	Up to 23,333,333 Units, for gross proceeds of up to approximately $1,400,000 (the “Offering”).
The Company has granted the Agent an option (the “Agent’s Option”) to increase the size of the Offering by up to 15% in Units by giving written notice of the exercise of the Agent’s Option, or a part thereof, to the Company exercisable at any time up to 48 hours prior to the Closing Date (as defined below). Unless the context otherwise requires, all references to the Offering shall include any Units issued in connection with the exercise of the Agent’s Option.

---

Page | 2

Closing Date:	The Offering is expected to close in one or more closings, with the initial closing expected to occur on or about the week of December 22, 2025, or such earlier or later date that the Issuer may determine (the “Closing Date”).
Exchange:	The Common Shares of the Issuer are listed on the TSX Venture Exchange (“TSXV”) under the trading symbol "REC".
Last Closing Price:	On December 5, 2025, the closing price of the Common Shares on the TSXV was $0.07.
Description of shares:	The holders of Shares are entitled to: (i) receive dividends as and when declared by the board of directors of the Issuer, out of the moneys properly applicable to the payment of dividends, in such amount and in such form as the board of directors may from time to time determine; (ii) in the event of the dissolution, liquidation or winding-up of the Issuer, whether voluntary or involuntary, or any other distribution of the assets of the Issuer among its shareholders for the purpose of winding-up its affairs, receive the remaining property and assets of the Issuer; and (iii) receive notice of and to attend all meetings of the shareholders of the Issuer and to have one vote for each Share held at all meetings of the shareholders of the Issuer, except for meetings at which only holders of another specified class or series of shares of the Issuer are entitled to vote separately as a class or series.
Description of Warrants:	Each Warrant will entitle the holder to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price of $0.09 until 4:30 p.m. (Pacific time) on the date that is 30 months following the date of closing of the Offering, after which time the Warrants will be void and of no value.

No fractional Warrant Shares will be issuable to any holder of Warrants upon the exercise thereof, and no cash or other consideration will be paid in lieu of fractional shares. The holding of Warrants will not make the holder thereof a shareholder of the Issuer or entitle such holder to any right or interest in respect of the Warrants except as expressly provided in the Warrant Certificate. Holders of Warrants will not have any voting or pre-emptive rights or any other rights of a holder of Shares. |

---

Page | 3

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

The Units, the Shares and the Warrants comprising the Units, and the Warrant Shares issuable upon the exercise of the Warrants, have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person or any person in the United States, absent an exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws. The Warrants will not be exercisable by, or on behalf of, a person in the United States or a U.S. person unless exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws are available at the time of exercise. Securities issued to, or for the account or benefit of, a U.S. person or a person in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws will be restricted securities" within the meaning of Rule 144 under the U.S. Securities Act subject to certain restrictions on transfer set forth therein, and may be represented by definitive certificates or other instruments bearing a legend regarding such restrictions.

All references in this Offering Document to dollars" or $" are to Canadian dollars, unless otherwise stated.

General Information

REC is conducting a listed issuer financing under section 5A.2 of NI 45-106. In connection with this Offering, the Issuer represents the following is true:

• The Issuer has active operations and its principal asset is not cash, cash equivalents or its exchange listing.
• The Issuer has filed all periodic and timely disclosure documents that it is required to have filed.
• The Company is relying on the exemptions in Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Order”) and is qualified to distribute securities in reliance on the exemptions included in the Order.
• The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this Offering Document, will not exceed $25,000,000.
• The Issuer will not close this Offering unless the Issuer reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
• The issuer will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the issuer seeks security holder approval.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

---

Page | 4

This Offering Document contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Issuer’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this Offering Document are made only as of the date of this Offering Document. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning future exploration plans at the Issuer’s mineral properties, including exploration timelines and anticipated costs; completion of the Offering, the Issuer’s expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering; raising the minimum or maximum proceeds of the Offering; and completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Issuer. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of industrial minerals and other minerals and metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Issuer’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; COVID-19 and its potential effects on the Issuer’s third-party suppliers, service providers and distributors; potential economic global challenges such as the risk of the higher inflation and energy crises due to the current uncertainty in the Ukraine, Russia, Israel, Palestine and Iran. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Issuer has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Issuer and the risks and challenges of its business, investors should review the Issuer’s annual filings that are available at www.sedar.com. The Issuer provides no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities

---

Page | 5

laws, the Issuer disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.

---

SUMMARY DESCRIPTION OF BUSINESS

What is our Business?

Record is a publicly traded company that operates in the mining exploration and development as well as in the oil and gas industries. Record’s primary listing exchange is the TSX Venture Exchange (TSXV: REC (formerly SLK)). Record was subsequently moved to the TSX Venture Exchange’s subset trading platform known as the NEX Exchange. On October 1, 2021, Record received a dual revocation order from the ASC and the OSC. Subsequently, the NEX Exchange announced the resumption of the trading of common shares of Record effective October 6, 2021.

Recent Developments:

• On December 14, 2023, Record entered into an option agreement with an arms-length, private, Ontario exploration company to acquire 100 percent interests in three of its lithium properties and one of the uranium properties in Western Ontario. The Whitemud River lithium prospect consists of 111 claims and is approximately 200 kilometres east of Red Lake and approximately 125 kilometres northeast of Sioux Lookout. Record has also optioned a uranium property in western Ontario consisting of 10 claims. The uranium and lithium properties are part of the same agreement. The private exploration company, the Optionor, will receive 2,100,000 common shares of Record, the Optionee, over three years (700,000 share per year) and a cash payment of $64,000 payable over three years. $24,000 payable in the first year and $20,000 in year two and $20,000 in year three. The vendor holds net smelter royalty agreements on each of the properties under the following terms: upon the exercise of the Option, the Optionee will grant a Royalty to the Optionor. The Optionor will retain a 1.5% Royalty. The Optionee or its assigns shall have the right at any time to purchase from Optionor zero-point five percent (0.5%) Net Smelter Returns Production Royalty by way of a payment to the Optionor of the sum of $500,000. An additional zero-point five (0.5%) Net Smelter Returns Production Royalty can be purchased by the Optionee for $1 million. The final zero-point percent (0.5%) Net Smelter Returns Production Royalty can be purchased by the Optionee for $1.5 million.

• On February 5, 2024, Record closed a private placement of $33,500 and issued 957,122 units at $0.035 per unit. Each unit consists of one common share and one common share purchase warrant at exercise price of $0.06 per share for two years.

• On March 22, 2024, Record acquired an option on a large package of uranium claims northeast of Thunder Bay, Ont., Canada. The option covers a large area known as the Malborne property and is owned by privately-held exploration companies, 2758145 (Ontario) Inc and 1170331 BC Ltd. (the optionor). The land package consists of 780 claims stretching over 16,320 hectares (163 square kilometres) and is located 110 kilometres northeast of Thunder Bay, Ontario. Record can own 100 percent of the claims by paying $300,000 at closing on or before May 31, 2024 and by issuing a total of 6.9 million shares in instalments over a two-year period. Three million of the total 6.9 million shares are payable at closing. An additional two million shares is payable on May 31, 2025. A last payment of 1.9 million shares is payable on May 31, 2026. The shares to be issued as part of this agreement are valued at $0.035 per share. No finders fee was paid. This transaction was not closed as of June 30, 2024.

---

• On May 17, 2024, Record has entered into option agreements with two private exploration companies to explore for uranium on an additional 200 claims. The claims are contiguous or in close proximity to the company's 16,320-hectare (780-claim) Malborne block. In an agreement with optionor one, Record acquired an option on the Church North property located to the southwest of the main Malborne block. The Church North property consists of 100 claims. This arm's-length agreement was signed on May 2, 2024. This transaction has been since abandoned.

• On November 8, 2024, Record entered into a loan agreement with Trading Bay Oil & Gas LLC, Anchorage, Alaska. Trading Bay agreed to provide the company with a loan facility in the amount of C$550,000. As yet, Record has not drawn down on this facility. Trading Bay is owned Paul Craig, a director and shareholder of Record Resources Inc.

• On November 21, 2024, Record acquired a potential Ontario Western extension of QIMC hydrogen discovery and announced a LIFE Offering of Units. Contemporaneous with this Beauchamp transaction, Record undertook a non-brokered private placement of up to 11,000,000 units (the "Units") at a price of $0.03 per Unit for gross proceeds of up to $330,000 (the "Offering"). Each Unit consists of one common share and one half-share purchase warrant of the company. Each whole warrant is exercisable at a price of $0.05 per share for a period of 36 months following the closing of the Offering. Record intends to use the net proceeds from the Offering for exploration and evaluation of the Company's properties and for general working capital.

• On November 28, 2024, Record increased the total size of its financing it is presently undertaking via a LIFE offering by adding a separate private placement. Under the terms of the newly announced private placement, the company is offering up to 5,000,000 Units. Each Unit consists of a $0.03 common share and one-half of one share purchase warrant exercisable at a price of $0.05 per share for a period of 36 months. The private placement is expected to raise gross proceeds by an additional $150,000.

• On December 12, 2024, Record clarified that it intends to use a portion of the funds raised from the financing for its Amikougami and Otto gold exploration properties in the Kirkland Lake, Ontario region.

• On December 16, 2024, Record filed restated Q3 2024 financial statements with the corresponding management discussion & analysis. The decision followed a review that amends the accounting treatment of the company's Kirkland Lake Gold exploration properties, which affected the previously reported figures and has led to the need for this correction.

• On December 30, 2024, Record closed its previously announced its $330,000 LIFE Offering and $107,000 first tranche of a Private Placement. The combined Offering raised totals proceeds of $437,000 through the issuance of 14,566,665 Units. Each Unit, priced at $0.03, consisted of one common share and one half-share purchase warrant of the company. In connection with the offering, Record paid a finder's fee and issued 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 8% of the gross proceeds of the Offering; (ii) finder shares in an amount equal of 4% of the number of Units issued pursuant to the Offering; and (iii) finder warrants in an amount equal of 4% of the number of Units issued pursuant to the Offering, exercisable at a price of $0.05 per common share for a period of 36 months following the closing of the Offering.

---

Completion of the offering is subject to certain conditions including the receipt of all necessary regulatory approvals including the TSX Venture Exchange.

• On December 30, 2024, Record let the following options to own a majority or the entirety of previously announced properties lapse: an option agreement on the La Sarre copper property; an option agreement on uranium properties, which included Malborne, Church North and Ferguson Lake properties; and option agreements on the following lithium and uranium properties: White Mud River, O'Malley, Rope Lake properties, the Doran lithium property; and the Doran-South lithium property.

• On January 14, 2025, Record entered into an option agreement to acquire a key property in the Temiskaming hydrogen camp, directly adjacent to Quebec Innovative Materials Corporation’s significant hydrogen discovery. Record, as the optionee will issue an aggregate of 9,000,000 common shares to a group of 4 arm s length optionors and make a cash payment of $90,000 payable in four instalments over a four-year period from closing. The optionee can close on the acquisition at any time by paying to the optionor the balance of the cash payments due. A 2% Gross Revenue Royalty (GRR) shall be granted from the sale of hydrogen or any other mineral product from the property. The optionor will own half of the two percent royalty and the other half will be owned by the other vendors. Record may purchase from the optionor, at its sole option, 50% of the GRR at any time for $2,000,000. The option agreement was signed on December 12, 2025. No finders fees were paid.

• On February 19, 2025, Record received conditional approval from the TSX Venture Exchange for the acquisition of the Beauchamp natural hydrogen Property. The arm’s-length agreement with a private exploration company provides Record with 100% ownership of the hydrogen claims in exchange for 12,500,000 shares issued at a deemed value of $0.03 per share and a cash consideration of $39,000. The vendor will retain a 2% gross revenue royalty, with the option for Record to repurchase half of the royalty for $2 million.

• On March 18, 2025, Record received TSX Venture Exchange approval of its revised option agreement in the Temiskaming hydrogen camp on the Lorrain-Bucke properties. The revised option agreement was signed on February 22, 2025. No finders fees were paid.

• On March 25, 2025, Record commenced exploration work on its Lorrain-Bucke property in the Lake Temiskaming hydrogen camp.

• On April 24, 2025, Record acquired the Lorrain hydrogen property, strategically located between its recently acquired Lorrain-Bucke property and its Paradis Bay hydrogen property, in the Lake Temiskaming hydrogen camp.

• On April 29, 2025, Record announced 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. 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 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.

• On May 26, 2025, Record added oil and gas professional, Alain Mizelle, to its technical team to assist with developing its hydrogen properties at Lake Temiskaming, Ontario.
• On July 8, 2025, Record entered into a debt settlement agreement with a consultant to settle an amount of $300,000 in outstanding debt obligations through the issuance of 6,000,000 common shares of Record Resources at a deemed price of $0.05 per Common Share.
• On August 18, 2025, Record opted not to pursue the Lorrain hydrogen property, previously announced on April 24, 2025.
• On August 18, 2025, Record terminated the previously announced on April 29, 2025 non-brokered LIFE offering and separate non-brokered flow-through share offering.
• On August 19, 2025, Record closed $40,000 through the issuance of 800,000 Units. Each Unit, priced at $0.05 consisted of one common share and one share purchase warrant of the company. Each warrant is exercisable at a price of $0.07 per share for a period of 24 months following the closing of the Offering. No finders' fees were paid.
• On September 8, 2025, Record announced that it had formed a strategic joint venture with Reconnaissance Energy Africa Ltd. (TSXV:RECO) ("Recon") and that the consortium has entered into a production sharing contract (the "PSC") today with the Gabonese Republic and Gabon Oil Company ("GOC"), 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 ("Ngulu"). Under the terms of the joint venture, Record Resources and Recon have formed a joint venture whereby each party will acquire a working interest of 20% and 55%, respectively. Recon is designated as the operator under the PSC and fully carries and funds Record Resources through the commitments on the Ngulu block for the initial four-year concession period, including the drilling of a well to total depth (TD). The remaining working interests are held by the GOC with a 15% working interest and the Republic of Gabon with a 10% working interest (carried).
• On September 22, 2025, Record appointed oil and gas professional, Alain Mizelle, as President and Chief Operating Officer. Mr. Mizelle will oversee technical management of the Ngulu block exploration program. Mr Mizelle, as a consultant to the company, was a key team member in the negotiation and signing of the Production Sharing Contract (PSC) for the Ngulu block.
• On November 3, 2025, Record appointed ex-Tullow Oil executive, Robin Sutherland, as a member of its board of directors.

---

• On November 6, 2025, Record appointed ex-Tullow Oil executive, Bill Torr, as a member of its board of directors. Mr. David A. Johnson resigned from the board of directors and remains the company's Corporate Secretary and Legal Counsel.

Material Facts

There are no material facts about the Issuer and the securities being distributed hereunder that have not been disclosed either in this Offering Document or in another document filed by the Issuer in the 12 months preceding the date of this Offering Document on the Issuer's profile at www.sedarplus.ca. You should read these documents prior to investing.

Business Objectives and Milestones

What are the business objectives that we expect to accomplish using the available funds?

The Issuer intends to use the net proceeds from the Offering for exploration and evaluation of the Company's existing hydrogen and helium projects and for general working capital.

USE OF AVAILABLE FUNDS

Available Funds

What will our available funds be upon the closing of the offering?

		Assuming 100% of this offering
A	Amount to be raised by this offering	$1,400,000
B	Selling commissions and fees(1)	$187,000
C	Estimated offering costs (e.g. legal, accounting, audit)	$45,000
D	Net proceeds of offering: D=A – (B+C)	$1,168,000
E	Working capital as at most recent month end (deficiency)	$50,000
F	Additional sources of funding	$0
	Total available funds: G = D+E+F	$1,218,000

---

(1) Assumes payment of 8.0% commission to Agent and a corporate finance fee equal to $75,000 for aggregate gross proceeds exceeding $500,000.

Use of Available Funds

How will we use the available funds?

Description of intended use of available funds listed in order of priority	Assuming 100% of offering
Exploration and evaluation of the Company’s existing oil development and exploration assets	$868,000
General & administration	$350,000
Total:	$1,218,000

The above noted allocation of capital and anticipated timing represents the Issuer's current intentions based upon its present plans and business conditions, which could change in the future as its plans and business conditions evolve. Although the Issuer intends to expend the proceeds from the Offering and its available funds as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Issuer's ability to execute on its business plan.

The most recent audited annual financial statements and interim financial report of the Issuer included a going-concern note. The Issuer is still in the exploration stage and the Issuer has not yet generated positive cash flows from its operating activities, which may cast doubt on the Issuer's ability to continue as a going concern. The Offering is intended to permit the Issuer to continue to explore its properties and conduct additional drilling with the goal of updating mineral resource estimates, and is not expected to affect the decision to include a going concern note in the next annual financial statements of the Issuer.

Use of Funds from Previous Financings

How have we used the other funds we have raised in the past 12 months?

We have used funds for general and administrative expenses.

---

FEES AND COMMISSIONS

Involvement of dealers or finders and their fees

Who are the dealers or finders that we have engaged in connection with this offering, if any, and what are their fees?

RCC shall act as sole agent and sole bookrunner. The Company will pay commission and issue broker warrants to RCC consisting of: (i) cash commission equal to 8% of the gross proceeds of the Offering; and (ii) broker warrants in an amount equal to 8% of the number of Units issued pursuant to the Offering, exercisable at a price of $0.06 per Unit for a period of 30 months following the closing of the Offering. If the Offering is extended and is completed for aggregate gross proceeds exceeding $500,000, the Company will pay RCC a corporate finance fee equal to $75,000, plus applicable taxes in cash. There is no debtor/creditor relationship between the Company and RCC.

Dealer Conflicts

Do(es) the dealer(s) have a conflict of interest?

To the knowledge of the Company, it is not a related issuer or connected issuer of or to the dealer, as such terms are defined in National Instrument 33-105 – Underwriting Conflicts. Nonetheless, EMD Financial Inc. will not receive any finder's fees from the participation, if any, of officers, directors or any related parties of the Company in the proposed Offering.

The terms of the Offering were determined by resolution of the independent directors of the Company.

PURCHASERS RIGHTS

Purchasers' rights

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this Offering Document, you have a right

a. to rescind your purchase of these securities with the Issuer, or
b. to damages against the Issuer and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

---

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

ADDITIONAL INFORMATION

Additional Information

Where can you find more information about us?

You can access the Issuer's continuous disclosure under its profile at www.sedarplus.ca and at https://www.recordresourcesinc.com/.

---

DATE AND CERTIFICATE

Certificate

This Offering Document, together with any document filed under Canadian securities legislation on or after December 8, 2024, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

Dated: December 8, 2025

"Michael C. Judson"	"Nathalie Kavanagh"
MICHAEL C. JUDSON	NATHALIE KAVANAGH
Chief Executive Officer	Chief Financial Officer

---

APPENDIX TO OFFERING DOCUMENT

ACKNOWLEDGEMENTS OF THE INVESTOR

Each purchaser of the Units (the Investor") makes, and is deemed to make, the following acknowledgements, covenants, representations and warranties to the Issuer, as at the date hereof, and as of the Closing Date:

a) The Investor acknowledges that this Offering is a private placement and accordingly is exempt from the prospectus filing requirements of applicable securities laws. The Investor has received a copy of the Offering Document, has had an opportunity to read it and understands that it does not contain all the information about the Issuer that would be contained in a prospectus.

b) Unless the Investor has otherwise confirmed or agreed in writing to the Issuer, the Investor hereby confirms that:

i. the Investor does not own any other shares of the Issuer;

ii. the Investor is not a member of a Pro Group (generally meaning a registered broker or family member or associate of a broker); and

iii. personal information provided by the Investor may be shared by the Issuer with all applicable securities regulatory authorities, law enforcement and taxation authorities in Canada and abroad. The Investor may contact the named public officials in each of the applicable provincial securities commissions with respect to questions about the commission's indirect collection of such Information and the contact information for such public officials is available from the Issuer on request.

c) the Investor confirms that it (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Units (including the potential loss of its entire investment); (ii) is aware of the characteristics of the Units and understands the risks relating to an investment therein; and (iii) is able to bear the economic risk of loss of its investment in the Units and understands that it may lose its entire investment in the Units;

d) the Investor is resident in the jurisdiction disclosed to the Issuer and the Investor was solicited to purchase only in such jurisdiction;

e) to the Investor's knowledge and belief, the subscription for the Units by the Investor does not contravene any of the applicable securities legislation in the jurisdiction in which the Investor resides and does not give rise to any obligation of the Issuer to prepare and file a prospectus, registration statement or similar document or to register the Units;

f) the funds representing the aggregate subscription funds which will be advanced by the Investor to the Issuer hereunder, as applicable, will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the PCMLTFA®) or for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to

---

Intercept and Obstruct Terrorism Act, as may be amended from time to time (the PATRIOT Act) and the Investor acknowledges that the Issuer may in the future be required by law to disclose the Investor's name and other information relating to the Investor's subscription of the Units, on a confidential basis, pursuant to the PCMLTFA and the PATRIOT Act, and that, to the best of its knowledge: (i) none of the subscription funds to be provided by the Investor (A) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction; or (B) are being tendered on behalf of a person who has not been identified to the Investor; and (ii) it will promptly notify the Issuer if the Investor discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith;

g) neither the Issuer nor any of its respective directors, employees, officers, affiliates or agents has made any written or oral representations to the Investor: (i) that any person will resell or repurchase the Units; (ii) that any person will refund all or any part of the subscription amount; or (iii) as to the future price or value of the Units;

h) the Investor is not purchasing the Units with knowledge of any material information concerning the Issuer that has not been generally disclosed. The Investor's Units are not being purchased by the Investor as a result of any oral or written representation as to fact or otherwise made by, or on behalf of, the Issuer or any other person and is based entirely upon the Offering Document and the Issuer's continuous disclosure record at www.sedarplus.ca;

i) no securities commission, agency, governmental authority, regulatory body, stock exchange or other regulatory body has reviewed or passed on the investment merits of the Units and there is no government or other insurance covering the Units;

j) if the Investor is:

i. a corporation, it is duly incorporated and is validly subsisting under the laws of the jurisdiction where it has provided a business address to the Issuer and has all requisite legal and corporate power and authority to subscribe for the Units;

ii. a partnership, syndicate or other form of unincorporated organization, the Investor has the necessary legal capacity and authority to observe and perform its covenants and obligations under this Offering Document and has obtained all necessary approvals in respect thereof; or

iii. an individual, the Investor is of the full age of majority and is legally competent to observe and perform his or her covenants and obligations under this Offering Document;

k) the Investor is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the performance of this Offering Document and the transactions contemplated under this Offering Document, and that the Investor is not relying on legal or tax advice provided by the Issuer or its counsel;

l) the purchase of the Units will not breach any third-party agreement or court order to which the Investor is subject; and

---

m) where required by law, the Investor is either purchasing the Units as principal for its own account and not as agent or trustee for the benefit of another or is deemed to be purchasing the Units as principal for its own account in accordance with applicable securities laws.

United States Investors- Additional Acknowledgements

n) unless the Investor has separately delivered to the Issuer a U.S. Representation Letter (in which case the Investor makes the representations, warranties and covenants set forth therein), the Investor (i) is not in the United States, its territories or possessions, any State of the United States or the District of Columbia (collectively, the United States"), (ii) was outside of the United States at the time the buy order for the Units was originated, (iii) is not subscribing for the Units for the account of a person in the United States, (iv) is not subscribing for the Units for resale in the United States, and (v) was not offered the Units in the United States;

o) the Investor is aware that the Units have not been and will not be registered under the United States Securities Act of 1933 (the U.S. Securities Act) or the securities laws of any state of the United States and that the Units may not be offered, sold or otherwise disposed of, directly or indirectly, in the United States, any state or territory of the United States or the District of Columbia, without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption from such registration and it acknowledges that the Issuer has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the sale or resale of the Units;

p) (i) Neither the Investor, nor any beneficial purchaser, if any, nor any Subscriber Beneficial Owner (as defined below) has been subject to or experienced any event or circumstance described in Rule 506(d)(1)(i) through (viii) of Regulation D (Regulation D") under the U.S. Securities Act, (ii) neither the Investor, nor any beneficial purchaser, if any, nor any Subscriber Beneficial Owner has been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failure to comply with Rule 503 of Regulation D, and (iii) if at any time the Investor, any beneficial purchaser, if any, or any Subscriber Beneficial Owner is deemed, directly or indirectly, to be the beneficial owner of ten percent (10%) or more of the Issuer's outstanding voting equity securities as calculated under Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended, the Investor or the beneficial purchaser (as applicable) will immediately notify the Issuer if the Investor, any beneficial purchaser, or a Subscriber Beneficial Owner becomes subject to or experiences any of the events or circumstances listed in Rule 506(d)(1)(i) through (viii) of Regulation D (or any successor thereto or expansion thereof) or becomes subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. The Investor has exercised, and will exercise, reasonable care to determine whether any beneficial purchaser and Subscriber Beneficial Owner is subject to any of the events or circumstances described in this paragraph. For these purposes, Subscriber Beneficial Owner means any person who through the Investor or the beneficial purchaser (if applicable) would be deemed, directly or indirectly, to be the beneficial owner of ten percent (10%) or more of the Issuer's outstanding voting equity securities as calculated under Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended.