Record Resources Inc. — Proxy Solicitation & Information Statement 2025

Apr 8, 2025

RECORD RESOURCES INC.

NOTICE OF SPECIAL AND GENERAL MEETING
OF SHAREHOLDERS TO BE HELD
MAY 14, 2025

To the holders of Common Shares:

Notice is hereby given that a special and general meeting of the holders (the “Shareholders”) of common shares (“Common Shares”) of Record Resources Inc. (“Record Resources”) or the “Corporation”) will be held via videoconference (Meeting ID: https://rsslex.zoom.us/j/83635157275?pwd=ZoyCtAauOzbbGDo5YRIM6Z8Qp3oYdn.1) on Wednesday, May 14, 2025 at 11:00 AM (Mountain time) and at any or all adjournments or postponements thereof (the “Meeting”), for the following purposes:

(1) To receive and consider the report of the directors, the audited financial statements of the Corporation for the year ended September 30, 2024 and the report of the auditors thereon;

(2) To receive and consider the report of the directors, the audited financial statements of the Corporation for the year ended September 30, 2023 and the report of the auditors thereon;

(3) to fix at four (4) the number of directors on the Corporation’s board of directors (the “Board”);

(4) to elect Dr. Paul Craig, Mr. David A. Johnson, Mr. Michael C. Judson and Ms. Nathalie Kavanagh as directors of the Board;

(5) to appoint Mao & Ying LLP, Chartered Professional Accountants of Vancouver, British Columbia, as the auditors of the Corporation;

(6) to approve by ordinary resolution the Corporation’s stock option plan more particularly described in the accompanying Information Circular, (the “Plan”), including reserving for issuance under the Plan at any time of a maximum of 10% of the issued and outstanding shares of the Corporation;

(7) to approve the issuance of 6,500,000 stock options to Michael Judson, David A. Johnson, Paul C. Craig, Nathalie Kavanagh, Robert Kramberger, Edward Procyshyn and Alain Mizelle;

(8) to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

Due to issues related to the verification of Shareholder identity via teleconference, in-person voting will not be permitted at the Meeting. If you are a Registered Shareholder and wish to have your vote counted, you will be required to complete, date, sign and return, the accompanying form of proxy (“Proxy”) for use at the Meeting or any adjournment thereof (or vote in one of the other manners described below under the heading “Appointment and Revocation of Proxies”).

SHAREHOLDERS WILL HAVE AN EQUAL OPPORTUNITY TO PARTICIPATE AT THE MEETING REGARDLESS OF THEIR GEOGRAPHIC LOCATION. PARTICIPANTS SHOULD LOG IN 5-10 MINUTES PRIOR TO THE SCHEDULED START TIME AND ASK TO JOIN THE CALL. SHAREHOLDERS WILL NOT BE ABLE TO VOTE ON THE CONFERENCE CALL. VOTING WILL BE CONDUCTED EXCLUSIVELY BY PROXY.

The nature of the business to be transacted at the Meeting and the specific details of the matters proposed to be put to the Meeting are described in further detail in the information circular of the Corporation dated April 7, 2025 accompanying this Notice.

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The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is April 9, 2025. Shareholders of the Corporation whose names have been entered in the register of Shareholders at the close of business on that date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a Shareholder transfers the ownership of any of his Common Shares after such date and the transferee of those Common Shares establishes that he owns the Common Shares and requests, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.

Management is soliciting proxies. Shareholders who are unable to attend the Meeting or any adjournment thereof in person and who wish to ensure that their Common Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the management information circular of the Corporation dated April 7, 2025 accompanying this Notice, and mail it to or deposit it with Computershare, 100 University Avenue, 8th floor, Toronto, Ontario, M5J 2Y1.

For the proxy to be valid, the duly completed and signed form of proxy must be received by not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time set for the Meeting or any adjournment of the Meeting. A Shareholder may appoint as his, her or its proxy a person other than those named in the enclosed form of proxy. That person does not have to be a Shareholder. Registered shareholders may also use the internet at www.investorvote.com to transmit their voting instructions.

Shareholders of the Corporation holding Common Shares registered in the name of a broker or other nominee should ensure that they make arrangements to instruct the broker or other nominee how their Common Shares are to be voted at the Meeting in order for their vote to be counted at the Meeting.

DATED at Calgary, Alberta this 7th day of April, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF RECORD RESOURCES INC.

(signed) “Michael C. Judson”

Michael C. Judson

President and Chief Executive Officer

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