Mr. David Mitchell reports

RESOLUTE RESOURCES LTD. AND CROSSOVER ACQUISITIONS INC. ANNOUNCE CLOSING OF FINAL TRANCHE OF PRIVATE PLACEMENT FOR TOTAL OF $4.5 MILLION

Further to Crossover Acquisitions Inc.'s news releases dated Jan. 6, 2023, March 21, 2023, and June 6, 2023, Resolute Resources Ltd. has completed the second and final tranche of its brokered private placement offering of subscription receipts of Resolute at a price of 25 cents per subscription receipt for aggregate gross proceeds of $510,000. The aggregate gross proceeds to the company from the completion of the first and final tranche of the offering is $4,510,200.

The offering constitutes the concurrent financing (as defined in Policy 2.4) in respect of the qualifying transaction (as defined below) and was led by Research Capital Corp. as the lead agent and bookrunner. The offering was completed in connection with a business combination agreement dated March 21, 2023, and the proposed business combination of Crossover and Resolute to ultimately form the resulting issuer that will continue on the business of Resolute, subject to the terms and conditions outlined below. Crossover and Resolute intend that the transaction contemplated by the business combination agreement will constitute Crossover's qualifying transaction, as such term is defined in Policy 2.4. Following completion of the proposed transaction, the resulting issuer intends to list as a Tier 2 oil and gas issuer on the exchange.

Business combination update

On March 21, 2023, Crossover and Resolute entered into the business combination agreement which provides for the proposed transaction to proceed by way of a three-cornered amalgamation whereby Resolute will amalgamate with 2518663 Alberta Ltd., a wholly owned subsidiary of Crossover, and the resulting entity will become a wholly owned subsidiary of Crossover.

Under the terms of the proposed transaction, the holders of Class A shares of Resolute, including those shares acquired by way of the offering, will receive one postconsolidation (as defined below) common share of Crossover in exchange for each Resolute share. In addition, upon the completion of the proposed transaction, all options and warrants exercisable for Resolute shares outstanding at completion of the proposed transaction will be exchanged for options and warrants exercisable for resulting issuer shares, on the same economic terms and conditions as such original outstanding securities. Following the completion of the proposed transaction, Crossover will become the resulting issuer. In connection with the proposed transaction, Crossover will consolidate its shares on a one-for-two basis and change the name of Crossover to Resolute Resources Ltd. or another name that is acceptable to Resolute immediately prior to the closing of the proposed transaction.

In connection with the proposed transaction, Crossover held an annual and special meeting of its shareholders on May 15, 2023, to approve, among other things, the consolidation and name change, of which both resolutions were passed. Shareholders of Resolute approved the amalgamation at a special meeting of shareholders held on June 19, 2023.

The TSX Venture exchange conditionally approved the proposed transaction and the listing of the common shares of the resulting issuer on June 27, 2023. Final approval of the proposed transaction by the exchange is subject to Crossover satisfying customary conditions required by the exchange, including the filing of a filing statement in respect of the proposed transaction.

Completion of the proposed transaction remains subject to a number of conditions, including, but not limited to: the receipt of regulatory approval, including the final approval of the TSX-V, and certain other standard closing conditions, including there being no material adverse change in the business of Crossover or Resolute prior to completion of the proposed transaction.

Subscription receipt equity financing

Immediately prior to the closing of the proposed transaction and provided the escrow release conditions (defined below) are satisfied or waived (to the extent that the waiver is permitted), each one subscription receipt shall be exchanged automatically, for no additional consideration and with no further action on the part of the holder thereof, into one unit of Resolute.

Each unit will consist of one Resolute share and one-half of one common share purchase warrant of Resolute. Each underlying warrant will entitle the holder to purchase one Resolute share at an exercise price equal to 50 cents until the date that is 60 months following the date of the reverse takeover closing.

In connection with the proposed transaction, it is intended that, among other things: (i) the subscription receipts will be converted into underlying shares and underlying warrants; (ii) all of the outstanding Resolute shares (including the underlying shares) will be exchanged for resulting issuer shares on a basis of one resulting issuer share for each one Resolute share; (iii) the underlying warrants and the compensation options (defined below) will be exchanged for warrants and options, respectively, of the resulting issuer with the number and the exercise price adjusted based on the exchange ratio; and (iv) Crossover will change its name to Resolute Resources Ltd.

The net proceeds from the offering will be used to complete the proposed transaction, to conduct a drilling program composed of two multilateral open-hole (MLOH) wells and one stratigraphic core hole, and for working capital and general corporate purposes.

The gross proceeds of the offering (less 50 per cent of the agent fees (defined below) and expenses of the agent payable on the closing date of the offering) are being held by an escrow agent pursuant to the terms of a subscription receipt agreement among Resolute, the agent and the escrow agent. The escrowed funds (less the remaining 50 per cent of the agent fees and any remaining costs and expenses of the agent) will be released (together with the interest thereon) to Resolute upon satisfaction of the following escrow release conditions and the agent receiving a certificate from Resolute prior to the termination time (defined below):

1. The completion, satisfaction or waiver of all conditions precedent to the proposed transaction in accordance with the business combination agreement, other than the release of the escrowed funds, to the satisfaction of the agent;
2. The receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the TSX-V for the listing of the resulting issuer shares on the TSX-V and the proposed transaction;
3. The resulting issuer securities issued in exchange for the underlying securities not being subject to any statutory or other hold period in Canada;
4. The representations and warranties of Resolute contained in the agency agreement entered into in connection with the offering being true and accurate in all material respects, as if made on and as of the escrow release date;
5. Resolute and the agent having delivered a joint notice and direction to the escrow agent, confirming that the conditions set forth in (1) to (4) have been met or waived.

If: (i) the satisfaction of the escrow release conditions does not occur on or prior to the date that is 120 days following the closing date of the offering, or such other date as may be mutually agreed to in writing among Resolute, Crossover and the agent, or (ii) Resolute has advised the agent or the public that it does not intend to proceed with the proposed transaction (in each case, the earliest of such times being the termination time), then all of the issued and outstanding subscription receipts shall be cancelled, and the escrowed funds shall be used to pay to holders of subscription receipts an amount equal to the offering price of the subscription receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the escrowed funds are not sufficient to satisfy the aggregate offering price paid for the then issued and outstanding subscription receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be Resolute's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.

In connection with the closing of the second tranche of the offering, the agent received an aggregate cash fee in the amount of $2,000 and an advisory fee in the amount of $18,000, subject to a reduction for certain orders on a president's list. On closing of the offering, the agent received 50 per cent of the agent's fee and 50 per cent of the agent's advisory fee, with the balance forming part of the escrowed funds. In addition, Resolute issued to the agent 8,000 compensation options and 73,600 advisory compensation options. Each compensation option and advisory compensation option shall be exercisable to acquire one unit for a period of 24 months following the RTO closing date at the offering price. Upon the completion of the proposed transaction, the compensation options will be exchanged for compensation options of the resulting issuer on economically equivalent terms.

About Crossover Acquisitions Inc.

Crossover completed its initial public offering on Oct. 15, 2021. The common shares of Crossover are listed for trading on the TSX-V under the symbol CRSS.P. Crossover has not commenced commercial operations and has no assets other than cash. Crossover was incorporated under the laws of the Province of Ontario.

About Resolute Resources Ltd.

Resolute is a private company and was incorporated under the laws of the Province of Alberta on June 5, 2019. Resolute is an energy corporation with projects in northwest Alberta and northeast British Columbia, where it is exploring shallow Cretaceous sandstone reservoirs that can be exploited with multilateral open-hole (MLOH) wells. Resolute has accumulated just under 30,000 acres in its GFD light oil project in northwest Alberta and approximately 10,000 acres at its Evie project in northeast B.C. Resolute is pursuing projects that are high in environmental, social and governance metrics that result in lower emission oil and low water use due to no hydraulic fracturing, but that provide high economic returns.

Conditions to the proposed transaction

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to:

• Completion of the consolidation and name change;
• Preparation and filing of a disclosure document, as required by the TSX-V outlining the definitive terms of the proposed transaction and describing the business to be conducted by Crossover following completion of the proposed transaction, in accordance with the policies of the TSX-V;
• Receipt of all third party and requisite regulatory approvals relating to the amalgamation and the proposed transaction;
• Acceptance by the TSX-V.

There can be no assurance that the proposed transaction will be completed as proposed or at all.

The TSX-V has in no way passed upon the merits of the proposed transaction, and has neither approved nor disapproved the contents of this press release. Trading in the listed securities of the company will remain halted pursuant to Policy 5.2 Section 2.5 and Policy 2.4 Section 2.3(b).

We seek Safe Harbor.