File: Attachment News - Rex Resources - Closes Bridge Financing - Dec 11, 2025.pdf

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228 1122 Mainland St. Vancouver, BC V6B 5L1 www.rexresourcescorp.com

TSX-V: OWN

Rex Resources Closes Bridge Financing

News Release: December 12, 2025 Vancouver, B.C. Rex Resources Corp. (TSXV: OWN, FWB: 94G) ("Rex" or the "Company") announces that it closed its non-brokered private placement (the "Private Placement") consisting of 10,000,000 common shares in the capital of the Company (the "Shares") priced at $0.06 per Share for aggregate gross proceeds of $600,000.

Proceeds from the Private Placement will be used to cover the costs associated with proceeding to completion of the proposed arm's length business combination (the "Proposed Transaction") with Bathurst Holdings Inc. (see the Company's news release dated September 8, 2025 regarding the execution of a letter of intent in respect of the Proposed Transaction), including, audit fees, legal fees, preparing necessary documentation for the Proposed Transaction, due diligence and regulatory fees. It is anticipated that the Proposed Transaction will constitute a "Reverse Takeover" of the Company in accordance with Policy 5.2 Changes of Business and Reverse Takeovers ("Policy 5.2") of the TSX Venture Exchange (the "Exchange"). The Private Placement is a "Bridge Financing" within the meaning of Policy 5.2.

All Shares issued pursuant to the Private Placement are subject to a statutory hold period of four months and one day following issuance in accordance with applicable Canadian securities laws and the policies of the Exchange. No finder's fees were paid in connection with the Private Placement.

In addition to the statutory hold period of four months and one day from the date of issuance, the Shares will be subject to a contractual hold period until November 30, 2026.

The completion of the Proposed Transaction is subject to a number of conditions including, without limitation, approval of the Exchange and the approval of the shareholders of Bathurst Holdings Inc. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

A director of the Company has subscribed for 1,000,000 Shares under the Private Placement. As a result of such insider participation, the transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61- 101"). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation, as neither the fair market value (as determined under MI 61-101) of the subject matter nor the fair market value of the consideration for the transaction, insofar as it involves interested parties, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).

Additional information concerning the Proposed Transaction, the Company, Bathurst Holdings Inc. and the issuer resulting from the Proposed Transaction will be provided once determined in a subsequent news release and in the Filing Statement to be filed by the Company in connection with the Proposed Transaction and which will be available under the Company's SEDAR+ profile at www.sedarplus.ca. - 2 -

Cautionary Note

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Rex Resources Corp. should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

About Rex Resources Corp.

Rex is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties.

ON BEHALF OF THE BOARD OF DIRECTORS

Craig Taylor, Director (604) 318-4053 ctagencies@hotmail.com www.rexresourcescorp.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

Forward-Looking Statements

This news release contains "forward-looking information or statements" within the meaning of applicable securities laws, which may include, without limitation, statements relating to the proposal to complete the Proposed Transaction and associated transactions, statements relating to the Private Placement and the use of proceeds from the Private Placement, statements regarding the terms and conditions of the Proposed Transaction, and other matters. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward- looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Transaction for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Proposed Transaction may change based on the Company's due diligence and the receipt of tax, corporate and securities law advice for both the Company and Bathurst Holdings Inc. The statements in this news release are made as of the date of this news release. There can be no assurance that the Proposed Transaction will be completed or, if completed, will be successful. - 3 -

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, geopolitical events and uncertainties, changes in governmental regulations, laws and regulations, general economic factors, management's ability to manage and to operate the business, and explore and develop the projects and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of the Company and Bathurst Holdings Inc. may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although each of the Company and Bathurst Holdings Inc. believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, each of the Company and Bathurst Holdings Inc. disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.