Resolute Resources Ltd. entered into a letter of intent to acquire Crossover Acquisitions Inc. (TSXV:CRSS.P) for CAD 10.5 million in a reverse merger transaction on January 5, 2023. Resolute Resources Ltd. entered into a business combination agreement to acquire Crossover Acquisitions Inc. on March 21, 2023. The Transaction will value Resolute at CAD 10,510,800 (prior to completion of the Concurrent Equity Offering, as defined below), or CAD 0.25 per Resolute Share. Following the completion of the proposed transaction, Crossover will become the “Resulting Issuer”. As part of the agreement, change the name of Crossover to Resolute Resources Ltd. or another name that is acceptable to Resolute (the “Name Change”) immediately prior to the closing of the proposed transaction. Pursuant to the transaction, Crossover will effect a share consolidation (the “Consolidation”) on the basis of one new Crossover Share for each two previous Crossover Shares issued and outstanding. Pursuant to the transaction, one post-Consolidation Crossover Share will be issued in exchange for each Resolute Share issued and outstanding. Upon completion of the proposed transaction and assuming the minimum Offering, the current shareholders of Resolute will hold approximately 42,068,200 Resulting Issuer Shares representing approximately 63%, the current shareholders of Crossover will hold 12% and investors in the Offering will hold approximately 24% stake in combined company. Following completion of the transaction, the combined company intends to list as a Tier 2 Oil and Gas Issuer on the Exchange. Upon completion of the transaction, Bradley Parkes, Alexander Lindsay, Kiernan Lynch, Neil Bothwell, Curtis W. Labelle and Ben Elliott will be the board of directors and management of the Resulting Issuer.

The LOI is, among other things, conditional on the execution of a definitive agreement (the “Definitive Agreement”) to be negotiated between the parties. Completion of the transaction is subject to a number of conditions, including but not limited to completion of the concurrent equity offering, completion of the Consolidation, the TSXV Escrow Agreement, receipt of audited financial statements of Resolute, preparation and filing of a disclosure document, as required by the TSXV, receipt of all director, shareholder, third party, Dissent Rights, Crossover shall have taken all necessary steps to change its auditor to the auditor of Resolute, the resignation of each of the directors and officers of Crossover, the satisfactory completion of due diligence investigations of Crossover and requisite regulatory approvals (including Resolute shareholder approval), receipt of a geological report relating to Resolute's properties prepared in accordance with National Instrument 51-101, name change by the Crossover shareholders, receipt by the TSXV of a Sponsor Report and acceptance by the TSXV. Crossover expects to hold an annual and special meeting of its shareholders on or about May 15, 2023. The LOI contemplates that the transaction will be completed by April 30, 2023. Lloyd McLellan of Borden Ladner Gervais LLP acted as legal advisor to Resolute Resources. Josh Arbuckle of CP LLP acted as legal advisor to Crossover.