Record Resources Inc. — Proxy Solicitation & Information Statement 2023

Aug 22, 2023

RECORD RESOURCES INC.

PROXY SOLICITED BY MANAGEMENT FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 6, 2023.

This proxy is solicited by management in connection with the Special meeting of shareholders of Record Resources Inc. (the “ Corporation ”) to be held via tele and videoconference (1-855-703-8985, Meeting ID: 865 5096 8502 or https://us02web.zoom.us/j/86550968502) on Wednesday, September 6, 2023 at 11:00 A:M (Mountain Time) and at any or all adjournment or postponements thereof (the “Meeting”), for the following purposes:

The undersigned Shareholder of the Corporation hereby nominates, constitutes and appoints Michael C. Judson or David A. Johnson or, instead of any of the foregoing, _____, as nominee of the undersigned, with full power of substitution, to attend, vote and otherwise act for and on behalf of the undersigned at the Special Meeting of Shareholders of the Corporation to be held on September 6, 2023 and at any adjournment thereof, to the same extent with the same power as if the undersigned was personally present at the said Meeting or such adjournment or adjournments thereof and, without limiting the generality of the power hereby given, the nominees are specifically directed to vote the shares represented by this Proxy as follows:

ACQUISITION OF MINING EXPLORATION PROPERTIES

1. To approve the non-arm’s length option to earn-in 80% of mining exploration properties and to enter into a joint venture with Pelangio Exploration Inc. and the execution of the mining claim option agreement entered into by and between the Corporation and Record Gold Corp.:

VOTE FOR[¨] OR WITHHOLD[¨]

PURCHASE PRICE OF MINING EXPLORATION PROPERTIES

2. To approve the purchase price of $2,000,000 concerning the non-arm’s length, mining claim option agreement, in which the consideration is payable in 39,999,984 common shares of the Corporation to Record Gold Corp. at a unit price of $0.05:

VOTE FOR[¨ ] OR WITHHOLD[¨]

Where no choice is specified above, this Proxy is to be voted for each of the matters enumerated above.

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This Proxy confers discretionary authority as to any amendments proposed at the Meeting in respect of matters identified in the Notice of Special Meeting of Shareholders dated July 13, 2023 and as to any other matters that may properly come before the Meeting or any adjournment thereof. As of the date hereof, the management of the Corporation knows of no such amendment or other matters. The common shares represented by this Proxy will be voted or withheld from voting in accordance with the specification, if any, of the undersigned in respect of any ballot that may be called for at the said Meeting or any adjournment thereof. The undersigned hereby revokes all prior proxies given with respect to the common shares of the undersigned and authorizes the person voting this Proxy to inform holders of any prior proxy of such revocation.

DATED the _ day of _, 2023.

Per: Signature of Shareholder Name Number of Shares

NOTES:

1. You have the right to appoint some other person of your choice, who need not be a shareholder, to attend and act on your behalf at the meeting. If you wish to appoint a person other than the person whose names is printed above as proxyholder, please insert the name of your chosen proxyholder in the space provided above and strike out the other name(s) in this proxy.

2. In the event that no specification has been made with respect to voting on any of the resolutions contained in this proxy, the proxy nominee is instructed to vote the shares represented by this proxy FOR such matters.

3. This proxy form must be signed and dated by you or your attorney authorized in writing, or, if the shareholder is a corporation, by any officer or attorney thereof duly authorized.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by the Corporation to the holder.

5. This proxy should be read in conjunction with the accompanying Management Information Circular.

6. Properly executed forms of proxy must be deposited no later than 11 am (Toronto time) on the day 48 hours (excluding Saturdays, Sundays and holidays) before the time of holding the Meeting or any adjournment thereof in the envelope provided for that purpose with Canada Transfer Inc., 25 Adelaide Street East, Suite 1301, Toronto, Ontario, M5C 3A1 Facsimile: (416) 603-4402.