Toronto, Ontario–(Newsfile Corp. – January 6, 2023) – Crossover Acquisitions Inc. (TSXV: CRSS.P) (the “Corporation” or “Crossover“), a capital pool company as defined under TSX Venture Exchange (“TSXV” or the “Exchange“) Policy 2.4 – Capital Pool Companies, is pleased to announce it has entered into a letter of intent dated January 5, 2023 (the “LOI“) with Resolute Resources Ltd. (“Resolute“), a corporation organized under the laws of the Province of Alberta, whereby Crossover and Resolute will complete an arrangement, amalgamation, share exchange, or similar transaction (the “Transaction“) to ultimately form the resulting issuer (the “Resulting Issuer“) that will continue on the business of Resolute, subject to the terms and conditions outlined below. Crossover intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange. Following completion of the Transaction, the Resulting Issuer intends to list as a Tier 2 Oil and Gas Issuer on the Exchange.

Crossover completed its initial public offering on October 15, 2021. The common shares of Crossover (the “Crossover Shares“) are listed for trading on the TSXV 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.

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 Multi-Lateral Open Hole wells. Resolute has accumulated more than 20,000 acres in its GFD light oil project in Northwest Alberta and approximately 10,000 acres at its Evie project in Northeast BC. 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.

The material terms and conditions outlined in the LOI are non-binding on the parties and the LOI is, among other things, conditional on the execution of a definitive agreement (the “Definitive Agreement“) to be negotiated between the parties.

As at the date of this press release, Resolute has 42,043,200 issued and outstanding common shares (the “Resolute Shares“), and the Transaction will value Resolute at $10,510,800 (prior to completion of the Concurrent Equity Offering, as defined below), or $0.25 per Resolute Share. There are currently 16,500,000 Crossover Shares issued and outstanding. 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.

The parties intend to complete a private placement for minimum gross proceeds of $4,000,000, at a price per security to be determined in the context of the market (the “Concurrent Equity Offering“).

The LOI contemplates that the Transaction will be completed by April 30, 2023, or such other date as may be mutually agreed to in writing between Crossover and Resolute. There can be no assurance that a Definitive Agreement will be successfully negotiated or entered into, or that the Concurrent Equity Offering or the Transaction will be completed.

Upon completion of the Transaction, the following individuals will comprise the board of directors and management of the Resulting Issuer:

Bradley Parkes, FCSI, P.Geo (Director and CEO) (Calgary, Alberta)

Brad studied Economics (BA) and Petroleum Geology (BSc) at the University of Calgary and received a master’s degree in Energy Law from the College of Law at the University of Tulsa. He is a Professional Geologist registered with APEGA and Engineers and Geoscientists of BC. Brad also a fellow of the Canadian Securities Institute (FCSI). Mr. Parkes spent the first decade of his career in the Corporate Finance department at a national Canadian brokerage firm. In this role, Mr. Parkes was licensed with IIROC in both Alberta and BC to advise and trade equities, futures and options and assisted in raising over $100 million for early-stage resource companies. Following his time in the investment industry, Mr. Parkes started a geologic consulting company and has been involved in the hydrogeological, mineral and oil and gas exploration and development subsectors of the resource exploration industry. Mr. Parkes has extensive experience in oil and gas exploration being involved with the drilling of over 125 oil and gas wells.

Alexander Lindsay (Director and COO) (Calgary, Alberta)

Alex has a bachelor of civil engineering degree from Dalhousie University and is registered with APEGA. Mr. Lindsay is an oil and gas professional with experience spanning completions, wellsite supervision, directional drilling services, wireline services and workover rig operations. He has drilled wells in the Marten Hills Clearwater, Charlie Lake, Montney, Cardium, Viking and Mississippian plays. Alex has extensive experience drilling open hole multi-lateral wells in emerging resource plays and developing new technologies and methodologies for innovative resource extraction.

Kiernan Lynch (Director and President) (Toronto, Ontario)

Kiernan is an experienced capital markets profession with a background in energy and resource-based investing.

He spent 13 years working in the oil and gas capital markets in various roles; hedge fund analyst, business development for a private oil gas company and CFO of a private international oil and gas company. During his time in energy, he has helped invest millions of dollars into public and private exploration and production companies, directly raising $40 million for private oil and gas companies and complete acquisitions and dispositions of oil and gas properties. He currently holds roles as CFO of a private oil and gas company operating in the US and director of business development for a pharmaceutical company.

Kiernan studied Finance (BBA) at St. Francis Xavier University and holds a Chartered Financial Analyst designation.

Neil Bothwell (Director and CFO) (Calgary, Alberta)

Neil specializes in building and overseeing finance teams and processes. He is the founder and owner of Risk Oversight, a firm specializing in internal control and compliance programs. Risk Oversight has worked with over fifty (50) organizations, from start-ups to large public companies. Neil is an entrepreneur at heart and has been the CFO of several energy services companies including WISE Intervention Services, Sabre Well Servicing, and GASFRAC Energy Services. Neil has also worked with several start-ups in the energy sector to establish their finance functions. Neil holds a Bachelor of Commerce from Queen’s University and a Chartered Accountant-Certified Professional Accountant designation.

Curtis W. Labelle (Independent Director) (Calgary, Alberta)

Mr. Labelle studied Petroleum Engineering at the University of Alberta and Petroleum Reservoir Technology at the Southern Alberta Institute Technology.

His career experience has included engineering roles with Shell Canada, Home Oil, Anderson Exploration and executive positions with Summit Resources, Kinloch Resources, Legacy Oil + Gas, Mount Bastion Oil and Gas and most recently the start-up Point Break Energy Corp.

During Mr. Labelle’s most recent role as President of Mount Bastion he was involved in raising $162MM in project financing from private equity partners, grew the company to 6,000 barrels of oil equivalent per day and sold the company in 2018 for $320MM.

Mr. Labelle is a Professional Engineer registered with APEGA.

Ben Elliott (Independent Director) (Vancouver, BC)

Mr. Elliott is an experienced capital markets professional with a background in Private Wealth and Family Office.

Since 2003, he has been advising individuals and institutions at leading investment banks such as HSBC Securities and RBC Dominion Securities. He also brings proven knowledge and experience in early-stage investments and corporate finance.

Mr. Elliott is a graduate of the University of Western Ontario and holds the Chartered Financial Analyst designation. He is licensed to advise in securities and derivatives.

Share Ownership

No shareholder of Resolute holds 10% or more of its outstanding voting securities, other than Alexander Lindsay, COO of Resolute Resources Ltd. who owns 12.05% of the outstanding securities and Eastport Holdings Ltd., a company related by family to the officers and directors, who owns 11.90% of the outstanding securities of Resolute Resources Ltd.

Conditions to the Transaction

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;
• entry into of the Definitive Agreement;
• receipt of audited financial statements of Resolute;
• preparation and filing of a disclosure document, as required by the TSXV (the “Disclosure Document“) outlining the definitive terms of the Transaction and describing the business to be conducted by Crossover following completion of the Transaction, in accordance with the policies of the TSXV;
• receipt of all director, shareholder, third party and requisite regulatory approvals (including Resolute shareholder approval) relating to the negotiation and execution of a Definitive Agreement in respect of the Transaction;
• receipt by the TSXV of a Sponsor Report (as defined in the policies of the TSXV), if required, satisfactory to the TSXV; and
• acceptance by the TSXV.

There can be no assurance that the Concurrent Equity Offering or the Transaction will be completed as proposed or at all.

Sponsorship

Crossover intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction, however there is no assurance that the TSXV will exempt Crossover from all or part of applicable sponsorship requirements.

Further Information

The parties will provide further details in respect of the Transaction and the Concurrent Equity Offering by way of updating press releases as the Transaction and the Concurrent Financing progress.

All information contained in this press release with respect to Crossover and Resolute (but excluding the terms of the Transaction) was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Investors are cautioned that, except as disclosed in the Disclosure Document 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 a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the 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).

For more information regarding Crossover, please contact David Mitchell, the Chief Executive Officer and Chief Financial Officer of the Corporation.

David Mitchell, CEO and CFO
[email protected]
(416) 574-4818

For more information regarding Resolute, please contact Bradley Parkes, the Chief Executive Officer of Resolute.

Bradley Parkes FSCI, P.Geo
[email protected]
(403) 608-9327

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 release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the Transaction and certain terms and conditions thereof; the business of Resolute; the negotiation and completion of the Definitive Agreement; the terms and completion of the Concurrent Equity Offering; the board of directors and management of the Resulting Issuer upon completion of the Transaction; the Consolidation of Crossover Shares; the Exchange Ratio; TSXV sponsorship requirements and intended application for exemption therefrom; shareholder, director and regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: future prices and the supply of hydrocarbons; future demand for hydrocarbons; the results of drilling; inability to raise the money necessary to incur the expenditures required to retain and advance the property; environmental liabilities (known and unknown); general business, economic, competitive, political and social uncertainties; results of exploration programs; risks of the oil and gas industry; delays in obtaining governmental approvals; and failure to obtain regulatory or shareholder approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Crossover disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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