Calgary – August 23, 2023 – Resolute Resources Ltd. (formerly Crossover Acquisitions Inc.) (the “Corporation” or “Crossover”) (TSXV: CRSS.P) is pleased to announce that it has completed its previously announced business combination (the “Transaction”) with Resolute Resources Ltd. (“Resolute”), which resulted in the reverse take-over of the Corporation by the former shareholders of Resolute and which constituted the Corporation’s “Qualifying Transaction”, as such term is defined under Policy 2.4 – Capital Pool Companies (“Policy 2.4”) of the TSX Venture Exchange (“TSXV” or the “Exchange”). The Corporation after giving effect to the Transaction (the “Resulting Issuer”) will carry on the business previously carried on by Resolute.
Summary of the Transaction
The Transaction was completed by way of a three-cornered amalgamation pursuant to a Business Combination Agreement dated March 21, 2023 between the Corporation and Resolute whereby, among other things, Resolute amalgamated with 2518663 Alberta Ltd., a wholly-owned subsidiary of the Corporation, to form a newly amalgamated corporation that is a wholly-owned subsidiary of the Corporation. Prior to completion of the Transaction, the Corporation changed its name from “Crossover Acquisitions Inc.” to “Resolute Resources Ltd.” and completed a share consolidation on the basis of one post-consolidation common share for each two pre-consolidation common shares.
As previously announced on June 6, 2023 and July 11, 2023, Resolute completed a brokered private placement of an aggregate of 18,040,800 subscription receipts (“Subscription Receipt”) at a price of $0.25 per Subscription Receipt for gross proceeds of $4.5 million. Immediately prior to the closing of the Transaction, each Subscription Receipt was exchanged for one Class A share of Resolute (“Resolute Share”) and one-half of one common share purchase warrant of Resolute (“Resolute Warrants”) exercisable at a price of $0.50 per share for a period of 60 months following closing of the Transaction.
Pursuant to the Transaction, the holders of Resolute Shares, including persons receiving Resolute Shares upon conversion of the Subscription Receipts, received one post-consolidation common share of the Corporation (“Resulting Issuer Share”) for each Resolute Share held. All of the outstanding options and warrants to purchase Resolute Shares, including the Resolute Warrants issued upon conversion of the Subscription Receipts, were replaced with options and warrants to purchase Resulting Issuer Shares having the same economic terms as the original securities.
Upon completion of the Transaction there were 68,359,000 Resulting Issuer Shares issued and outstanding. An aggregate of 17,564,400 Resulting Issuer Shares issued to former holders of Resolute Shares were placed in escrow pursuant to a value security 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.
Following closing of the Transaction, the directors and officers of the Corporation tendered their resignations such that the directors and officers of the Resulting Issuer are as follows: (i) Bradley Parkes – Chief Executive Officer and Director; (ii) Alexander Lindsay – Chief Operations Officer and Director; (iii) Kiernan Lynch – President and Director; (iv) Neil Bothwell – Chief Financial Officer and Director; (v) Paul Collens – Vice President, Exploration; (vi) Curtis Labelle – Director; and (vii) Chris Wolfenberg – Director.
The Corporation has received conditional approval for the Transaction from the TSXV. Trading of the Resulting Issuer Shares remains halted pending receipt of the Final Exchange Bulletin, which is subject to the Corporation fulfilling certain customary conditions, including the filing of final documentation in respect of the Transaction. The Resulting Issuer Shares are expected to commence trading on the TSXV under the ticker symbol “RRL” two trading days after receipt of the Final Exchange Bulletin.
Complete details of the Transaction and certain other matters are set out in the Filing Statement of the Corporation dated August 10, 2023, which is available under the Corporation’s SEDAR profile at www.sedarplus.ca
For more information, please contact:
Bradley Parkes FSCI, P.Geo
Forward Looking Information
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, trading in the securities of the Resulting Issuer; and the business of the Resulting Issuer. 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 Resulting Issuer’s properties; 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, the Corporation does not 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.
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.