The TSX Venture Exchange has accepted for filing Crossover Acquisitions Inc.'s qualifying transaction, as described in its filing statement dated Aug. 10, 2023. As a result, at the opening on Wednesday, Aug. 30, 2023, the company will no longer be considered a capital pool company. The transaction includes the following.

The company acquired all of the issued and outstanding shares of Resolute Resources Ltd. (the target) by way of a three-cornered amalgamation of the target and a wholly owned subsidiary of the company, and issued 42,068,200 postconsolidated common shares in the capital of the company to the shareholders of the target (which, for certainty, does not include resulting issuer shares issued to subscribers under the private placement described below) on Aug. 23, 2023. Pursuant to the transaction, all shareholders of the target exchanged their common shares in the capital of the target at an exchange ratio of one resulting issuer share for every target share held. In addition, all outstanding options and warrants of the target were exchanged for economically equivalent securities of the company based on the same exchange ratio.

Immediately prior to the closing of the transaction, the company completed a consolidation of its common shares on the basis of one postconsolidation common share for two preconsolidation common shares in the capital of the company and changed its name from Crossover Acquisitions to Resolute Resources Ltd.

As a result of the transaction, an aggregate of 17,564,400 resulting issuer shares issued to former holders of common shares of the target were placed in escrow pursuant to an exchange Tier 2 value escrow agreement or are subject to seed share resale restrictions pursuant to the policies of the exchange and will be released in accordance with the terms thereof. In addition, two million resulting issuer shares remain subject to the CPC (capital pool company) escrow agreement (as defined in the filing statement).

The resulting issuer is classified as a Tier 2 issuer -- oil and gas extraction (NAICS No. 211110).

For further information, please refer to the filing statement, which is available on SEDAR.

Resumption of trading

Further to the exchange bulletin dated Jan. 5, 2023, trading in the resulting issuer shares will resume at the opening on Wednesday, Aug. 30, 2023.

Effective at the opening on Wednesday, Aug. 30, 2023, the trading symbol for the company will change from CRSS.P to RRL.

Name change and consolidation

At the annual and special meeting of shareholders of the company on May 15, 2023, shareholders approved a special resolution approving the company's share capital consolidation on the basis of one postconsolidation shares for two preconsolidation shares, as well as a special resolution approving the name change. The name of the company has been changed from Crossover Acquisitions to Resolute Resources.

Effective at the opening on Wednesday, Aug. 30, 2023, the shares of Resolute Resources will commence trading on the exchange and the shares of Crossover Acquisitions will be delisted.

Concurrent private placement financing

The exchange has accepted for filing documentation with respect to a brokered private placement, as described in the March 21, 2023, news release of the company. The Resolute financing comprised subscription receipts of the target at a price of 25 cents per subscription receipt. Each subscription receipt entitled the holder to receive one common share of the target and one-half of one common share purchase warrant of the target. Each underlying warrant will entitle the holder to purchase one common share of the target at an exercise price equal to 50 cents until Aug. 23, 2028, subject to acceleration of the expiry date if certain conditions are satisfied. The common shares and warrants of the target issued upon conversion of the subscription receipts were exchanged for the equivalent resulting issuer securities pursuant to the transaction on a 1:1 basis.

Number of subscription receipts:  18,040,800

Purchase price:  25 cents per subscription receipt

Number of warrants:  9,020,400

Purchase price:  50 cents per exercised warrant

Number of placees:  84 placees

Four pro group participants:  one million

Five insider participants:  2.44 million

In connection with the Resolute financing, the target paid $291,714 in cash and 775,632 compensation options (as defined in the filing statement) were paid to Research Capital Corp. and its designated subagents. Each compensation option entitles the holder thereof to acquire one Resolute unit, consisting of one compensation option share and one-half of one compensation option warrant, at an exercise price equal to 25 cents until Aug. 23, 2025. Each compensation option warrant shall entitle the holder thereof to purchase one compensation option warrant share at an exercise price equal to 50 cents until Aug. 23, 2028, subject to acceleration of the expiry date if certain conditions are satisfied. The compensation options were exchanged for the equivalent resulting issuer securities pursuant to the transaction on a 1:1 basis.

The company has confirmed the closing of the Resolute financing via a news release dated July 11, 2023.

Capitalization:  unlimited number of common shares with no par value, of which 68,359,000 common shares are issued and outstanding

Escrow:  19,564,400 resulting issuer securities

Transfer agent:  TSX Trust Company

Trading symbol:  RRL (new)

Cusip No.:  76126J 10 7 (new)