Record Resources Inc. — Regulatory Filings 2021

Jun 24, 2021

Form 51 – 102F3 Material Change Report

1. Name and Address of Company

Silk Road Energy Inc. (the “ Corporation ”) 229, 52477 Highway 21 Sherwood Park, Alberta T8A 6K2

2. Date of Material Change

August 5, 2020

3. News Release

The Corporation issued a press release with respect to the material change described below on August 5, 2020 via Newsfile.

4. Summary of Material Change

On August 5, 2020, the Corporation announced that it has closed the second tranche of its previously announced private placement (“Private Placement”) in which a total of 1,000,000 Units were sold under the second tranche at a price of $0.025 per Unit for aggregate gross proceeds of $25,000.

5. Full Description of Material Change

5.1. Full Description of Material Change

On August 5, 2020, the Corporation announced that it has closed the second tranche of its previously announced private placement (“Private Placement”) in which a total of 1,000,000 Units were sold under the second tranche at a price of $0.025 per Unit for aggregate gross proceeds of $25,000.

A total of 1,000,000 Units were sold under the second tranche at a price of $0.025 per Unit for aggregate gross proceeds of $25,000. Each Unit was comprised of one Class A Preferred Share in the capital of the Corporation (“Preferred Share”) and one half of one Preferred Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Preferred Share at a price of $0.10 per share for a period of 12 months from the date such Warrant was issued. The Preferred Shares are redeemable at the option of the Corporation and will be entitled to receive any dividends declared by the Corporation on the Preferred Shares. In the event of any voluntary or involuntary liquidation, dissolution or winding up, the Preferred Shares will be entitled to be paid out of the assets of the Corporation an amount equal to $0.025, subject to certain adjustments. The Preferred Shares are also convertible into common shares of the Corporation at the option of the Corporation.

The Private Placement is being conducted further to a partial revocation order which was issued by the Alberta Securities Commission dated October 24, 2019, and the proceeds of the

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private placement will be used to, among other things, bring the Corporation’s continuous disclosure obligations up to date, to apply for a full revocation of the failure to file cease trade order dated February 1, 2019, and to pay outstanding and related fees. Copies of the partial revocation order and the failure to file cease trade order can be found on the Canadian Securities Administrators’ website at securities-administrators.ca. The Units issued pursuant to the Private Placement will remain subject to the failure to file cease trade order until a full revocation order is received. Completion of the Private Placement is subject to the final approval of the NEX board of the TSX Venture Exchange.

The common shares of the Corporation are currently halted from trading on the NEX board of the TSX Venture Exchange and are not expected to resume trading until completion of the Corporation is able to obtain a full revocation order.

5.2. Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

The executive officer who can answer questions regarding this report is Mr. Michael C. Judson. Mr. Judson can be reached at (514) 865-5496.

9. Date of Report

June 24, 2021