Toronto – August 11, 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 ("Policy 2.4"), and Resolute Resources Ltd. ("Resolute") are pleased to announce that Crossover has received conditional approval from the TSXV in respect of its previously announced qualifying transaction (the "Transaction") with Resolute pursuant to Policy 2.4. In connection with the Transaction and pursuant to TSXV requirements, Crossover has filed on SEDAR+ (www.sedarplus.ca) a filing statement dated August 10, 2023 (the "Filing Statement"), which provides further information concerning Crossover, Resolute and the Transaction.
Completion of the Transaction is subject to a number of conditions including, but not limited to, completion of the Consolidation and Name Change (as such terms are defined in the Filing Statement), closing conditions customary to transactions of the nature of the Transaction and final acceptance from the Exchange of the Transaction as the "Qualifying Transaction" (as defined in Policy 2.4) of Crossover. Subject to certain conditions, as more particularly described in the Filing Statement, completion of the Transaction is anticipated to occur on or about August 22, 2023.
Further information concerning the Corporation, Resolute and the Transaction are contained in the Filing Statement, which is available for review under the Corporation's SEDAR+ profile at www.sedarplus.ca.
Crossover completed its initial public offering on October 15, 2021. The common shares of Crossover 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 just under 35,000 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.
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
For more information regarding Resolute, please contact Bradley Parkes, the Chief Executive Officer of Resolute.
Bradley Parkes FSCI, P.Geo
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.
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 Filing Statement, 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 Corporation will remain halted pursuant to Section 2.5 of TSXV Policy 5.2 - Changes of Business and Reverse Takeovers and Section 2.3(b) of Policy 2.4.
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts". "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Transaction and certain terms and conditions thereof, including, but not limited to, TSXV approval, completion of the Consolidation and the Name Change, and closing of the Transaction; and the business of Resolute. 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 the forward-looking statements and information contained in this press release. Except as required by law, neither Crossover nor Resolute assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
This press 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.