Resolute Resources Ltd. — Capital/Financing Update 2023

Sep 6, 2023

RESOLUTE RESOURCES LTD.

AND

TSX TRUST COMPANY

AND

RESEARCH CAPITAL CORPORATION

SUBSCRIPTION RECEIPT AGREEMENT

Providing for the Issue of Subscription Receipts

Dated June 6, 2023

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION31.1Definitions31.2Interpretation101.3Headings, Etc. 101.4Day not a Business Day 101.5Monetary References 101.6Conflict 111.7Meaning of "outstanding" for Certain Purposes11
ARTICLE 2 ISSUANCE AND PAYMENT OF SUBSCRIPTION RECEIPTS11
2.1Issue of Subscription Receipts11
2.2Payment Acknowledgement 12
2.3Terms and Issue of Subscription Receipts13
2.4Fractional Subscription Receipts 15
2.5Register for Subscription Receipts15
2.6Registers Open for Inspection15
2.7Holder not a Shareholder 16
2.8Subscription Receipts to Rank Pari Passu16
2.9Signing of Subscription Receipt Certificates16
2.10Signature 16
2.11Validity of Uncertificated Subscription Receipts 16
2.12Authentication not Representation17
2.13Issue in Substitution for Subscription Receipt Certificates Lost, etc17
2.14Exchange of Subscription Receipt Certificates17
2.15Transfer and Ownership of Subscription Receipts 18
2.16Uncertificated Subscription Receipts and Beneficial Holders of Subscription
Receipts20
2.17Cancellation of Surrendered Subscription Receipt Certificates21
ARTICLE 3 ISSUANCE OF UNDERLYING SHARES AND WARRANTS OR REFUND
OF SUBSCRIPTION PRICE 22
3.1Amounts to be Held in Escrow 22
3.2Escrow Release Notice 22
3.3Release of the Escrowed Funds 22
3.4Issue of Underlying Shares and Warrants and Payment Thereon22
3.5Fractions25
3.6Payment on Termination25
3.7Calculations26
ARTICLE 4 INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST26
4.1Investment of the Escrowed Funds26
4.2Segregation of the Escrowed Funds27
4.3Payment of Interest 27

4.4 Tax Reporting ........................................................................................................27

	ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS 27
	5.1Optional Purchases by the Corporation 27
	5.2General Covenants27
5.3	Subscription Receipt Agent's Remuneration, Expenses and Indemnification 28
5.4	Performance of Covenants by the Subscription Receipt Agent29
	5.5Regulatory Matters29
	5.6Securities Exchange Commission Certification30
	ARTICLE 6 ENFORCEMENT30
	6.1Suits by the Holders30
	6.2Limitation of Liability30
	ARTICLE 7 MEETINGS OF THE HOLDERS 30
	7.1Right to Convene Meetings 30
	7.2Notice31
	7.3Chairperson31
	7.4Quorum 31
	7.5Power to Adjourn32
	7.6Show of Hands32
	7.7Poll and Voting 32
	7.8Regulations 32
	7.9The Corporation, the Agent and Subscription Receipt Agent may be Represented
	33
	7.10Powers Exercisable by Special Resolution33
	7.11Meaning of Special Resolution34
	7.12Powers Cumulative 35
	7.13Minutes 357.14
	Instruments in Writing 36
	7.15Binding Effect of Resolutions36
	7.16Holdings by the Corporation Disregarded 36
	ARTICLE 8 SUPPLEMENTAL AGREEMENTS36
	8.1Provision for Supplemental Agreements for Certain Purposes 36
	8.2Successor Entity37
	ARTICLE 9 CONCERNING THE SUBSCRIPTION RECEIPT AGENT 38
	9.1Rights and Duties of the Subscription Receipt Agent 38
	9.2Accounting38
	9.3Evidence, Experts and Advisers 39
	9.4Documents, Monies, etc. Held by the Subscription Receipt Agent40
	9.5Actions by the Subscription Receipt Agent to Protect Interest40
	9.6The Subscription Receipt Agent not Required to Give Security 40
	9.7Protection of the Subscription Receipt Agent41
	9.8Replacement of Subscription Receipt Agent; Successor by Merger 42
	9.9Conflict of Interest 43
	9.10Acceptance of Appointment 44
	9.11Subscription Receipt Agent Not to be Appointed Receiver 44
	9.12Subscription Receipt Agent Not Required to Give Notice of Default44

9.13	Anti-money Laundering44
9.14	Privacy 45
	ARTICLE 10 GENERAL 46
10.1	Notice to the Corporation, the Subscription Receipt Agent and the Agent46
10.2	Notice to the Holders 47
10.3	Evidence of Ownership48
10.4	Satisfaction and Discharge of Agreement48
10.5	Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties
	and the Holders 48
10.6	Subscription Receipts Owned by the Corporation – Certificate to be Provided49
10.7	Applicable Law49
10.8	Invalidity, Etc49
10.9	Force Majeure 49
10.10	Successors and Assigns49
10.11	Time of Essence49
10.12	Counterparts50
10.13	English Language50

SCHEDULE "A" FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

SCHEDULE "B" FORM OF ESCROW RELEASE NOTICE

SUBSCRIPTION RECEIPT AGREEMENT

THIS SUBSCRIPTION RECEIPT AGREEMENT dated the 6th day of June, 2023

BETWEEN:

RESOLUTE RESOURCES LTD., a corporation existing under the laws of Alberta

(the "Corporation")

• and -

TSX TRUST COMPANY, a trust company existing under the laws of Canada

(the "Subscription Receipt Agent")

• and –

RESEARCH CAPITAL CORPORATION

("RCC" or the "Agent")

WHEREAS

• A. the Corporation is proposing to issue and sell on a private placement basis up to 23,000,000 Subscription Receipts (as defined herein) at a price of $0.25 (or the USD equivalent) per Subscription Receipt, representing the right to receive, without payment of additional consideration or further action on the part of the holder thereof, units of the Corporation (a "Unit"), where each such Unit shall be comprised of one Resolute Share (as defined herein) and one-half of one Resolute Share purchase warrant of the Corporation (each whole Resolute Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Resolute Share at a price of $0.50 for a period of 60 months from the date the Escrow Release Conditions (as defined herein) are satisfied, subject to certain adjustments and the Acceleration Right (as defined herein), pursuant to the terms and conditions of the Warrant Indenture (as defined herein);

• B. the Subscription Receipts are being issued by the Corporation in connection with the proposed business combination involving Crossover Acquisitions Inc. ("Crossover"), a capital pool company listed on the TSXV (as defined herein), the Corporation and a wholly-owned subsidiary of Crossover that will constitute Crossover's "qualifying transaction", as such term is defined in TSXV Policy 2.4 – Capital Pool Companies, to be completed by way of the Amalgamation (as hereinafter defined) in accordance with the terms of the Business Combination Agreement (as hereinafter defined) (the "Transaction");

• C. the Transaction will constitute a reverse take-over of Crossover, following which the shareholders of the Corporation will hold the majority of the outstanding common shares (the "Resulting Issuer Shares") of the Resulting Issuer (as defined herein) and, upon completion of the Transaction, the Resulting Issuer is expected to be renamed "Resolute Resources Ltd." (Crossover upon completion of the Transaction is referred to herein as the "Resulting Issuer");

• D. following the satisfaction of the terms and conditions set out in the Business Combination Agreement, (i) all of the issued and outstanding Resolute Shares will be exchanged for Resulting Issuer Shares (as defined herein) on a one for one basis, (ii) each option in the capital of the Corporation will be exchanged for an option to purchase one Resulting Issuer Share, (iii) each Warrant will be exchanged for one Resulting Issuer Warrant (as defined herein) on a one for one basis, with each Resulting Issuer Warrant exercisable at an exercise price of $0.50 per Resulting Issuer Share, and (iv) each Broker Warrant (as defined herein) will be exchanged for one Resulting Issuer Broker Warrant on a one for one basis and will become exercisable for one Resulting Issuer Share and one-half of one Resulting Issuer Warrant at an exercise price of $0.25;

• E. the Corporation and the Agent have agreed that: (a) pending the satisfaction of the Escrow Release Conditions, the aggregate gross proceeds from the sale of the Subscription Receipts, less the Agent's Expenses (as defined herein) accrued to the Closing Date and 50% of the Agent's Fee (as defined herein), are to be delivered to and held by the Subscription Receipt Agent as agent and bailee for the benefit of Holders hereunder, unless otherwise directed, and invested in the manner set out herein; (b) if the Escrow Release Conditions are satisfied at or before the Escrow Release Deadline (as defined herein), the Escrowed Funds (as defined herein) shall be released by the Subscription Receipt Agent as follows: (i) to the Agent the remaining 50% of the Agent's Fee and an amount equal to all Agent's Expenses incurred after the Closing Date, plus a pro rata share of the Earned Interest thereon; and (ii) the balance of the applicable Escrowed Funds shall be paid to the Corporation, and the Holders will be entitled to receive, without payment of additional consideration or the undertaking of any further action on the part of the Holders, one Unit, comprised of one Resolute Share and one half of one Warrant for each Subscription Receipt then held, which shall automatically be exchanged for Resulting Issuer Shares and Resulting Issuer Warrants, respectively; and (c) if the Escrow Release Conditions are not satisfied at or before the Escrow Release Deadline or if the Corporation advises the Agent and the Subscription Receipt Agent in writing and/or announces to the public that it does not intend to satisfy any one of the Escrow Release Conditions, the Holders will be entitled to receive an amount equal to the aggregate Subscription Price of the Subscription Receipts then held, plus a pro rata share of the Earned Interest thereon (less any withholding tax required to be withheld in respect thereof);

• F. the Subscription Receipt Agent hereby agrees to act as subscription receipt agent in accordance with the provisions hereof;

• G. all things necessary have been done and performed to make the Subscription Receipts, when Authenticated by the Subscription Receipt Agent and issued as provided in this Agreement, legal, valid and binding obligations of the Corporation with the benefits of,

and subject to, the terms of this Agreement; and

H. the foregoing recitals are made as statements of fact by the Corporation and not by the Subscription Receipt Agent or the Agent.

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given and received, the foregoing recitals forming an integral part of this Agreement, the parties hereto hereby declare and agree with each other as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings, namely:

• (a) "Acceleration Right" has the meaning ascribed to such term in the Warrant Indenture;
• (b) "Affiliate" has the same meaning as set forth in National Instrument 45-106 Prospectus Exemptions;
• (c) "Agency Agreement" means the agency agreement dated as of June 6, 2023 between the Corporation and the Agent;
• (d) "Agent" or "RCC" means Research Capital Corporation, as agent in connection with the Offering;
• (e) "Agent's Expenses" means the fee payable to the Agent as reimbursement for the reasonable expenses and fees incurred by the Agent in connection with the Offering, and as described in the Agency Agreement;
• (f) "Agent's Fee" means the commission payable to the Agent in respect of subscriptions for Subscription Receipts consisting of a cash fee equal to 4.0% of the gross proceeds payable pursuant to subscriptions from certain purchasers on a president's list and 8.0% of the gross proceeds payable pursuant to all other such subscriptions as described in the Agency Agreement;
• (g) "Agreement" means this agreement, as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof;
• (h) "Amalgamation" means, pursuant to the terms and conditions of the Business Combination Agreement, the amalgamation of the Corporation and a whollyowned subsidiary of Crossover under the Business Corporations Act (Alberta);
• (i) "Authenticated", "Authentication" or "Authenticate" means (a) with respect to the issuance of a Subscription Receipt Certificate, one which has been duly signed by the Corporation or on which the manual or electronic signatures of the Corporation have been printed, lithographed or otherwise electronically or

mechanically reproduced and countersigned by the Subscription Receipt Agent, and (b) with respect to the issuance of an Uncertificated Subscription Receipt, one in respect of which the Subscription Receipt Agent has completed all Internal Procedures such that the particulars of such Uncertificated Subscription Receipt as required under Article 2 are entered in the register of Holders of Subscription Receipts, and "Authenticate", "Authenticating" and "Authentication" shall have the appropriate correlative meanings;

• (j) "Book-Entry Only System" means the book-entry only securities transfer system administered by CDS in accordance with its operating rules and procedures in force from time to time;
• (k) "Broker Warrants" means the compensation options issued to the Agent, being equal to 8.0% of the number of Subscription Receipts issued (4.0% of the number of Subscription Receipts issued to president's list subscribers), exercisable on satisfaction of the Escrow Release Conditions for one Unit or equivalent security of the Resulting Issuer, as applicable, at $0.25 for a period of twenty-four (24) months following the satisfaction of the Escrow Release Conditions;
• (l) "Business Combination Agreement" means the business combination agreement dated March 21, 2023 between the Corporation and Crossover relating to the Transaction;
• (m) "Business Day" means any day of the year which is not Saturday or Sunday or a statutory holiday in the Province of Ontario or any other day on which Canadian chartered banks in Ontario are generally closed;
• (n) "Capital Reorganization" means a reclassification of Resolute Shares outstanding or a change of the Resolute Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation (including a business combination or exchange of like effect) with or into any other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Resolute Shares or a change of the Resolute Shares into other shares or securities), or a transfer, sale, lease or exchange of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity, or the fixing of a record date for any of the foregoing events;
• (o) "CDS" means CDS Clearing and Depository Services Inc. and its successors in interest;
• (p) "Closing" means the completion in one or more tranches of the issue and sale by the Corporation and the purchase by subscribers of the Subscription Receipts pursuant to the provisions of this Agreement and the Agency Agreement;
• (q) "Closing Date" means the Initial Closing Date and such date or dates as may be agreed to by the Agent and the Corporation;

(r) "Common Share Distribution" means the issuance or distribution by the Corporation to the holders of all or substantially all of the outstanding Resolute Shares, of cash or securities of the Corporation, including rights, options or warrants to acquire Resolute Shares or securities convertible into or exchangeable for Resolute Shares or property or assets, including cash or evidences of indebtedness, other than as a result of a Common Share Reorganization or a Capital Reorganization or the fixing of a record date for any of the foregoing events;

(s) "Common Share Reorganization" means any:

• (i) subdivision, redivision or change in the number of outstanding Resolute Shares into a greater number of Resolute Shares,
• (ii) reduction, combination, consolidation or change in the number of outstanding Resolute Shares into a lesser number of Resolute Shares, or
• (iii) issuance of Resolute Shares to all or substantially all of the holders of Resolute Shares by way of a stock dividend or otherwise;
• (t) "Constating Documents" means any certificate and articles of incorporation, amendment, amalgamation or continuance, memorandum of association, letters patent, supplementary letters patent, by-laws, and all unanimous shareholder agreements, other shareholder agreements, voting trusts, pooling agreements and similar contracts, arrangements and understandings applicable to the corporation's share capital;
• (u) "Counsel" means a barrister and solicitor or lawyer or a firm of barristers and solicitors or lawyers (who may be counsel to the Corporation);
• (v) "Designated Office" means the principal stock transfer office of the Subscription Receipt Agent from time to time in Toronto, Ontario;
• (w) "DRS" means, in respect of the Subscription Receipts, the Direct Registration System maintained by the Subscription Receipt Agent
• (x) "DRS Advice" means the notification produced by the DRS system evidencing ownership of the Subscription Receipts
• (y) "Earned Interest" means the interest actually earned, if any, on the investment of the Escrowed Funds from, and including, the Closing Date to, but excluding, the earlier to occur of Escrow Release Deadline and the Termination Date;
• (z) "Escrow Account" has the meaning ascribed thereto in Section 2.2(a);
• (aa) "Escrow Release Conditions" means the following collectively:
  • (i) written confirmation from each of the Corporation and Crossover that all conditions precedent to the completion of the Transaction have been satisfied or waived, other than the release of the Escrowed Funds (including

the escrowed portion of the Agent's Fee), and the closing of the Transaction will be completed forthwith upon release of the Escrowed Funds;

• (ii) the Resulting Issuer Shares (including the Resulting Issuer Shares issuable upon exercise of the Resulting Issuer Warrants) being conditionally approved for listing on the TSXV and the completion, satisfaction or waiver of all conditions precedent to such listing, other than the release of the Escrowed Funds;
• (iii) the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection with the Transaction;
• (iv) the distribution of: (A) the Resolute Shares and Warrants underlying the Subscription Receipts; and (B) the Resulting Issuer Shares and Resulting Issuer Warrants to be issued in exchange for the Resolute Shares and Warrants, as applicable, being exempt from the applicable prospectus requirements of applicable Securities Laws and, in the case of the Resulting Issuer Shares and Resulting Issuer Warrants, any statutory or other hold period of applicable securities laws;
• (v) the representations and warranties of the Corporation in the Agency Agreement being true and accurate in all material respects, as if made on and as of the Escrow Release Date; and
• (vi) the Corporation and the Agent shall have delivered the Escrow Release Notice to the Subscription Receipt Agent confirming that items (i) through (v), inclusive, have been satisfied;

all as satisfied or waived in form and substance satisfactory to the Agent, acting reasonably;

• (bb) "Escrow Release Date" means the date specified in the Escrow Release Notice for release of the Escrowed Funds in accordance with this Agreement following satisfaction of the Escrow Release Conditions;

• (cc) "Escrow Release Deadline" means 5:00 p.m. (Toronto time) on the date that is 120 days after the Initial Closing Date or such later date as the Corporation and the Agent may agree to in writing;

• (dd) "Escrow Release Notice" means the notice provided to the Subscription Receipt Agent, substantially in the form attached hereto as Schedule "B", executed by the Corporation and RCC certifying that the Escrow Release Conditions have been satisfied or waived;

• (ee) "Escrowed Funds" means an amount equal to the Proceeds, less the Agent's Expenses accrued prior to Closing and 50% of the Agent's Fee, together with all Earned Interest earned thereon at any given time, to be held in escrow on the terms and conditions of this Agreement;

• (ff) "Global Subscription Receipt Certificate" has the meaning attributed thereto in Section 2.16(a);

• (gg) "Holders" means the persons who are registered owners of the Subscription Receipts;

• (hh) "Holders' Request" means an instrument signed in one or more counterparts by Holders holding in the aggregate not less than 25% of the aggregate number of all Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;

• (ii) "Indemnified Party" has the meaning ascribed thereto in Subsection 5.3(b);

• (jj) "Initial Closing Date" means June 6, 2023;

• (kk) "Internal Procedures" means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including, without limitation, original issuance or registration of transfer of ownership), the Subscription Receipt Agent's internal procedures customary at such time for the entry, change or deletion made to be completed under the operating procedures followed at the time by the Subscription Receipt Agent;

• (ll) "Non-Certificated Inventory System" means the non-certificated inventory system administered by CDS in accordance with its operating rules and procedures in force from time to time;

• (mm) "Offering" means the issue and sale of up to 23,000,000 Subscription Receipts by the Corporation through the Agent pursuant to the terms and conditions of the Agency Agreement, for aggregate gross proceeds of up to $5,750,000 or other such amount as may be agreed to by the Corporation and the Agent;

• (nn) "person" includes an individual, company, partnership, joint venture, association, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof;

• (oo) "Proceeds" means the aggregate gross proceeds which may be received in respect of the issuance and sale of the Subscription Receipts;

• (pp) "QIB Letter" means the Qualified Institutional Buyer Investment Letter in the form attached to the subscription agreement for Subscription Receipts in the Offering;

• (qq) "Qualified Institutional Buyer" means an institutional U.S. Accredited Investor that is also a "qualified institutional buyer" as defined in Rule 144A under the U.S. Securities Act;

• (rr) "Regulation S" means Regulation S adopted by the SEC under the U.S. Securities Act;

• (ss) "Resolute Shares" means the Class A shares in the capital of the Corporation;

• (tt) "Resulting Issuer" has the meaning ascribed thereto in the recitals of this Agreement;

• (uu) "Resulting Issuer Broker Warrants" means the compensation options to be issued by the Resulting Issuer in exchange for the Broker Warrants as a result of the Amalgamation;

• (vv) "Resulting Issuer Shares" means the common shares in the capital of the Resulting Issuer;

• (ww) "Resulting Issuer Warrant" means a warrant to purchase a Resulting Issuer Share at a price of $0.50 per Resulting Issuer Share for a period of 60 months from the date of issuance, subject to certain adjustments and the Acceleration Right;

• (xx) "Resulting Issuer Warrant Shares" means the Resulting Issuer Shares issuable upon exercise of the Resulting Issuer Warrants;

• (yy) "SEC" means the United States Securities and Exchange Commission;

• (zz) "Securities Laws" means, unless the context otherwise requires, all applicable securities laws in each of the Selling Jurisdictions (as defined in the Agency Agreement), the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, blanket rulings, notices and other regulatory instruments of the securities regulatory authorities (including the TSXV) in such jurisdictions;

• (aaa) "Shareholder" means a holder of Resolute Shares;

• (bbb) "Subscription Price" means $0.25 (or the USD equivalent) per Subscription Receipt;

• (ccc) "Subscription Receipt Agent" has the meaning ascribed thereto in the recitals to this Agreement;

• (ddd) "Subscription Receipt Certificate" means a certificate evidencing Subscription Receipts substantially in the form attached hereto as Schedule "A" with such appropriate insertions, deletions, substitutions and variations as required or permitted by the terms of this Agreement or as required to comply with any law or the rules of any securities exchange and as the Corporation may deem necessary or desirable, and which for greater certainty includes a Global Subscription Receipt Certificate;

• (eee) "Subscription Receipts" means the subscription receipts created by and authorized by and issuable under this Agreement, to be issued and Authenticated hereunder as a Subscription Receipt Certificate, Uncertificated Subscription Receipt and/or DRS Advice which may be held through the Book-Entry Only System on a no certificate

• (fff) "Termination Date" means the date on which a Termination Event occurs;

• (ggg) "Termination Event" means the earlier of: (i) the date that is the first day after the Escrow Release Deadline, if Escrow Release Notice has not been delivered to the Subscription Receipt Agent before the Escrow Release Deadline; and (ii) the date that the Corporation advises the Agent in writing or announces to the public that it does not intend to satisfy any one of the Escrow Release Conditions;

• (hhh) "Termination Payment Time" means 5:00 p.m. (Toronto time) on the third Business Day after the Termination Date;

• (iii) "Transaction" has the meaning ascribed thereto in the recitals of this Agreement;

• (jjj) "Transfer Agent" means TSX Trust Company, in its capacity as transfer agent of the Corporation;

• (kkk) "TSXV" means the TSX Venture Exchange;

• (lll) "U.S. Accredited Investor" means an "accredited investor" as defined in Rule 501(a) of Regulation D under the U.S. Securities Act;

• (mmm)"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder

• (nnn) "U.S. Person" means a "U.S. person" as defined in Rule 902(k) of Regulation S;

• (ooo) "U.S. Purchaser" means an original purchaser of Subscription Receipts that was, at the time of purchase: (a) a U.S. Person or a person in the United States, (b) a person purchasing Subscription Receipts on behalf of, or for the account or benefit of, any U.S. Person or person in the United States, (c) a person that received an offer to purchase the Subscription Receipts while in the United States, or (d) any person that was in the United States at the time such person's buy order was made or the subscription agreement for the Subscription Receipts in the Offering was executed or delivered;

• (ppp) "U.S. Securities Act" means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder;

• (qqq) "Uncertificated Subscription Receipt" means any Subscription Receipt which is not issued in certificated form, including DRS Advice;

• (rrr) "Underlying Securities" means collectively, the Units, comprised of the Underlying Shares and the Warrants;

• (sss) "Underlying Shares" means the Resolute Shares issuable to the Holders in exchange for Subscription Receipts without payment of additional consideration or any further action on the part of the Holders in accordance with the terms and conditions of this Agreement;

• (ttt) "Unit" has the meaning ascribed thereto in the recitals to this Agreement;

• (uuu) "United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

• (vvv) "Warrant" or "Warrants" has the meaning ascribed thereto in the recitals to this Agreement, issuable to the Holders in exchange for Subscription Receipts without payment of additional consideration or any further action on the part of the Holders in accordance with the terms and conditions of this Agreement and the Warrant Indenture;

• (www) "Warrant Indenture" means the warrant indenture dated June 6, 2023 between the Corporation and TSX Trust Company, as warrant agent, pursuant to which the Warrants shall be issued and governed;

• (xxx) "Warrant Shares" means the Resolute Shares issuable upon the exercise of the Warrants;

• (yyy) "Written Request of the Corporation", "Written Direction of the Corporation", "Officer's Certificate" and "Certificate of the Corporation" mean, respectively, a written request, written direction and certificate signed in the name of the Corporation by one or more duly authorized signatories and may consist of one or more instruments so executed.

1.2 Interpretation

In this Agreement:

• (a) words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa;
• (b) references to Sections, Subsections and Schedules refer, unless otherwise specified, to Sections, Subsections and Schedules to, this Agreement;
• (c) words and terms denoting inclusiveness (such as "include" or "includes" or "including"), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them; and
• (d) "hereof", "herein", "hereby", "hereunder" and "hereto", and similar expressions, shall be references to this Agreement.

1.3 Headings, Etc.

The division of this Agreement into Articles, Sections and Subsections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement or of a Subscription Receipt Certificate or DRS Advice.

1.4 Day not a Business Day

In the event that any day on or before which any action or notice required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given at or before the requisite time on the next succeeding day that is a Business Day.

1.5 Monetary References

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

1.6 Conflict

In the event of a conflict or inconsistency between a provision in the body of this Agreement and in any Subscription Receipt Certificate or DRS Advice issued hereunder, the relevant provision in the body of this Agreement shall prevail to the extent of the inconsistency. In the event of a conflict or inconsistency between a provision in the body of this Agreement and the terms of the Warrants or Warrant Shares, the relevant provision of the Warrant Indenture shall prevail to the extent of the inconsistency.

1.7 Meaning of "outstanding" for Certain Purposes

Every Subscription Receipt Authenticated or countersigned and delivered by the Subscription Receipt Agent hereunder shall be deemed to be outstanding until the earlier of (i) the satisfaction of the Escrow Release Conditions; and (ii) the Termination Event, provided however that:

• (a) where a Subscription Receipt Certificate has been issued in substitution for a Subscription Receipt Certificate which has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the number of Subscription Receipts outstanding; and
• (b) for the purposes of any provision of this Agreement entitling Holders of outstanding Subscription Receipts to vote, sign consents, requests or other instruments or take any other action under this Agreement, Subscription Receipts owned legally or equitably by the Corporation or any subsidiary of the Corporation thereof, shall be disregarded, except that for the purpose of determining whether the Subscription Receipt Agent shall be protected in relying on any such vote, consent, request or other instrument or other action, only the Subscription Receipts of which the Subscription Receipt Agent has notice that they are so owned shall be so disregarded.

ARTICLE 2 ISSUANCE AND PAYMENT OF SUBSCRIPTION RECEIPTS

2.1 Issue of Subscription Receipts

• (a) An aggregate of up to 23,000,000 Subscription Receipts, on the terms and subject to the conditions herein provided, are hereby created and authorized for issue at the Subscription Price and either (i) issued as Uncertificated Subscription Receipts pursuant to Section 2.16 hereof; or (ii) one or more Subscription Receipt Certificates in the form contemplated by this Agreement shall be executed by or on behalf of the Corporation, Authenticated by or on behalf of the Subscription Receipt Agent and delivered in accordance with this Agreement.
• (b) One (1) Subscription Receipt shall be issued, without any further act or formality, on the Closing Date, for each $0.25 (or the USD equivalent) received by the Corporation (as agent and bailee on behalf of Holders, and to be deposited on the Holders' behalf with the Subscription Receipt Agent as contemplated hereunder) as payment therefor and each such Subscription Receipt shall be a fully paid and non-assessable security of the Corporation.
• (c) Upon the issue of the Subscription Receipts in accordance with Section 2.1(b), Subscription Receipt Certificates shall be executed by the Corporation and delivered to the Subscription Receipt Agent, Authenticated by the Subscription Receipt Agent upon the Written Direction of the Corporation and such Subscription Receipt Certificates and Uncertificated Subscription Receipts shall be delivered by the Subscription Receipt Agent in accordance with such Written Direction of the Corporation, without any further act of or formality on the part of the Corporation. Registration of interests in Subscription Receipts held by CDS may be evidenced by a position appearing on the register for Subscription Receipts of the Subscription Receipt Agent for an amount representing the aggregate number of such Subscription Receipts outstanding from time to time.
• (d) Notwithstanding Section 2.1(c), for the purposes of closing, the Corporation hereby directs the Subscription Receipt Agent to deliver certain Subscription Receipt Certificates upon the issue of the Subscription Receipts in accordance with Section 2.1(b), per the Written Direction of the Corporation provided to the Subscription Receipt Agent, to the Corporation or its legal counsel, as the case may be, prior to the Subscription Receipt Agent's receipt of the Escrowed Funds therefor, in order to facilitate "delivery against payment" arrangements the Corporation has with certain purchasers of Subscription Receipts. The Corporation will direct the Subscription Receipt Agent as to the aggregate amount representing payment in full for the Subscription Receipts issuable pursuant to "delivery against payment" arrangements to be paid by the parties to the Corporation, upon receipt of such Subscription Receipt Certificates. The Corporation will subsequently deposit this portion of the Escrowed Funds with the Subscription Receipt Agent relating to these particular Subscription Receipts. The Subscription Receipt Agent will not be responsible for any portion of the Escrowed Funds relating to the Subscription Receipt Certificates delivered to the Corporation or its legal counsel until it is in

receipt of the funds representing the aggregate subscription price for these Subscription Receipts.

(e) Each Subscription Receipt issued hereunder will entitle the Holder, upon the conversion thereof in accordance with the provisions of Article 3, and without payment of any additional consideration by the Holder to be issued one Unit, comprised of one Resolute Share and one-half of one Warrant.

2.2 Payment Acknowledgement

• (a) The Subscription Receipt Agent will acknowledge receipt from RCC or the Corporation, as applicable, in accordance with Section 3.1, of the Escrowed Funds in respect of such number of Subscription Receipts to be issued on any one Closing Date, and shall confirm that such funds have been deposited as contemplated by Section 3.1 in a segregated account (the "Escrow Account") and, will be invested in accordance with Section 4.1 and paid in accordance with Article 3.
• (b) The Holders, Agent and Corporation irrevocably direct the Subscription Receipt Agent to retain the Escrowed Funds received by the Subscription Receipt Agent pursuant to Subsection 2.2(a) in accordance with the terms of this Agreement pending payment thereof in accordance with the terms of this Agreement.
• (c) The Corporation hereby:
  • (i) acknowledges that the amounts received by the Subscription Receipt Agent pursuant to Subsection 2.2(a), as evidenced by the acknowledgement of receipt referred to in Subsection 2.2(a) in accordance with the Corporation's direction to the Agent, represents payment in full of the Subscription Receipts issued hereunder;
  • (ii) irrevocably directs the Subscription Receipt Agent to hold such Escrowed Funds in escrow in accordance with the terms of this Agreement pending release and payment of such amounts in accordance with the terms of this Agreement; and
  • (iii) irrevocably directs the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to, in accordance with Written Directions of the Corporation: (i) certify and deliver one or more Subscription Receipt Certificates representing the Subscription Receipts to be issued hereunder and/or (ii) issue to CDS an Uncertificated Subscription Receipt through the Non-Certificated Inventory System administered by CDS.

2.3 Terms and Issue of Subscription Receipts

(a) Subscription Receipts can be issued in certificated or uncertificated form or DRS Advice, will be dated as of the date of issue and will be Authenticated upon the Written Direction of the Corporation. Each Subscription Receipt shall evidence (a) the Holder's ownership interest in the Escrowed Funds in accordance with the terms of this Agreement; and (b) the right of the Holder to receive, without payment of additional consideration or any further action, the securities and/or the amounts specified in Sections 3.4 and 3.6 hereof, as applicable, including, on the Termination Date, an amount equal to the sum of the aggregate Subscription Price in respect of all of such Holder's Subscription Receipts and such Holder's pro rata share of the Earned Interest, less applicable withholding taxes, if any, all in the manner and on the terms and conditions set out in this Agreement. The Corporation shall be responsible and liable for any shortfall between (i) the aggregate Subscription Price plus the amount of the Earned Interest of the Subscription Receipts and (ii) the Escrowed Funds.

• (b) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement), if issued, shall be substantially in the form attached hereto as Schedule "A", shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent, prescribe and such legends as the Corporation may prescribe, and shall be issuable in any whole number denominations.
• (c) The parties hereby acknowledge and agree that the Subscription Receipts sold to U.S. Purchasers pursuant to an available exemption from registration under the U.S. Securities Act and the Underlying Securities issued upon conversion of such Subscription Receipts, have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and the Subscription Receipts are, and the Underlying Securities issued upon conversion of such Subscription Receipts will be, "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and that, in the case of a U.S. Purchaser that is a Qualified Institutional Buyer, it has or will be required to execute a QIB Letter in which it agrees, to induce the Corporation to issue the Subscription Receipts to such Qualified Institutional Buyer without a U.S. Securities Act restrictive legend, that: (i) if in the future it decides to offer, sell, pledge, or otherwise transfer, directly or indirectly, any of the Subscription Receipts or the Underlying Securities it will do so only: (A) to the Corporation (though the Corporation is under no obligation to purchase any such securities), (B) outside the United States to non-U.S. Persons in compliance with applicable local laws or regulations or (C) pursuant to a registration statement available for the resale of such securities that has been declared effective by the SEC; (ii) it will cause any CDS participant holding the Subscription Receipts or the Underlying Securities on its behalf and the beneficial purchaser of such securities to comply with these restrictions; and (iii) for so long as the Subscription Receipts or the Underlying Securities constitute restricted securities, it will not deposit any of such securities into the facilities of the Depository Trust Company, or a successor depository within the United States, or arrange for the registration of any of such securities with Cede & Co. or any successor thereto.
• (d) Canadian Legend: Subscription Receipt Certificates, as well as all certificates issued in exchange for or in substitution of such Subscription Receipt Certificates or written notices, shall bear the following legend:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [CLOSING DATE]; AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."

(e) CDS Legends: In addition to the legend set forth in Section 2.3(d), Subscription Receipts issued to CDS (in certificated or uncertificated form) will also bear the following legend:

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO RESOLUTE RESOURCES LTD. (THE "ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE."

(f) United States Legends: In addition to the legend set forth in Section 2.3(d), Subscription Receipt Certificates issued to U.S. Purchasers that are not Qualified Institutional Buyers, as well as all certificates issued in exchange for or in substitution of such Subscription Receipt Certificates, shall bear the following additional legend:

"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF RESOLUTE RESOURCES LTD. (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES TO A PERSON WHO IS NOT A "U.S. PERSON" (AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT) IN ACCORDANCE WITH AN APPLICABLE EXEMPTION UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

The Subscription Receipt Agent shall be entitled to request any other documents that it may reasonably require in accordance with its internal policies for the removal of the legend set forth above.

(g) For greater certainty, the Subscription Receipt Agent shall expressly not be a trustee of the Holders hereunder and the terms of this Agreement shall not create or be construed as a trust for the benefit of Holders and, except as and subject to the terms provided herein, the Escrowed Funds shall be the property of the Holders, and shall not form part of the property, estate, assets, undertaking or effects of the Subscription Receipt Agent or the Corporation.

2.4 Fractional Subscription Receipts

No fractional Subscription Receipts shall be issued or otherwise provided for hereunder and any fractional interests shall be rounded down to the nearest whole number without any consideration therefor. In calculating such fractional interest, all Subscription Receipts held by the same Holder shall be aggregated.

2.5 Register for Subscription Receipts

The Corporation hereby appoints the Subscription Receipt Agent as registrar and transfer agent of the Subscription Receipts, and the Corporation shall cause to be kept by the Subscription Receipt Agent at the Designated Office, a securities register in which shall be entered the names and addresses of the Holders and the other particulars, prescribed by law, of the Subscription Receipts held by such Holders. The Corporation shall also cause to be kept by the Subscription Receipt Agent at the Designated Office the register of transfers, and may also cause to be kept by the Subscription Receipt Agent (with the prior approval of the Subscription Receipt Agent), branch registers of transfers in which shall be recorded the particulars of the transfers of Subscription Receipts, registered in that branch register of transfers.

2.6 Registers Open for Inspection

The registers referred to in Section 2.5 shall be open at all reasonable times during regular business hours of the Subscription Receipt Agent on any Business Day for inspection by the Corporation, the Agent, the Warrant Agent (as defined in the Warrant Indenture) or any Holder. The Subscription Receipt Agent shall, from time to time when requested to do so by the Corporation and upon payment of its fees and expenses, furnish the Corporation with a list of the names and addresses of the Holders entered in the registers kept by the Subscription Receipt Agent and showing the number of Subscription Receipts held by such Holder.

2.7 Holder not a Shareholder

Nothing in this Agreement or in the holding of a Subscription Receipt shall at any time confer or be construed as conferring upon a Holder any right, benefit or interest whatsoever as a Shareholder, including the right to vote at, to receive notice of, or to attend meetings of Shareholders, or the right to receive dividends. Holders are only entitled to exercise the rights and receive the amounts expressly provided for in the applicable Subscription Receipt Certificate or DRS Advice and this Agreement on the terms and conditions set forth in this Agreement.

2.8 Subscription Receipts to Rank Pari Passu

All Subscription Receipts shall rank pari passu, whatever may be the actual dates of issue of the Subscription Receipts.

2.9 Signing of Subscription Receipt Certificates

The Subscription Receipt Certificates, if issued, shall be signed by an authorized officer or director of the Corporation. The signature of any such authorized officer or director of the Corporation may be printed or otherwise mechanically reproduced electronically and Subscription Receipt Certificates bearing such electronic signatures shall be binding upon the Corporation as if they had been manually signed. Notwithstanding that any person whose manual or electronic signature appears on any Subscription Receipt Certificate may no longer hold office at the date of such Subscription Receipt Certificate or at the date of certification or delivery thereof, any Subscription Receipt Certificate signed as aforesaid shall, subject to Section 2.10, be valid and binding upon the Corporation and the holder thereof shall be entitled to the benefits of this Agreement or the Subscription Receipt Certificates in question.

2.10 Signature

No Subscription Receipt Certificate shall be considered issued or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by signature by or on behalf of the Subscription Receipt Agent, upon written direction of the Corporation, substantially in the form of the Subscription Receipt Certificate attached hereto as Schedule "A". Such Authentication on any such Subscription Receipt Certificate shall be conclusive evidence that such Subscription Receipt Certificate is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Agreement.

2.11 Validity of Uncertificated Subscription Receipts

No Uncertificated Subscription Receipt shall be considered issued or shall be obligatory or shall entitle the holder thereof to the benefits of this Agreement until it has been Authenticated by entry on the register of the particulars of the Uncertificated Subscription Receipt. Such entry on the register of the particulars of an Uncertificated Subscription Receipt shall be conclusive evidence that such Uncertificated Subscription Receipt is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Agreement. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Agreement requires the Subscription Receipt Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error, and such Uncertificated Subscription Receipts recorded therein shall be binding on the Corporation.

2.12 Authentication not Representation

The Authentication by or on behalf of the Subscription Receipt Agent of any Subscription Receipts whether by way of entry on the register or otherwise shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of the Agreement or such Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or the proceeds thereof. The Authentication by the Subscription Receipt Agent of any Subscription Receipts whether by way of entry on the register or otherwise shall be conclusive evidence as against the Corporation that the Subscription Receipts so Authenticated have been duly issued pursuant to the terms and provisions of this Agreement and that the Holder thereof is entitled to the benefits of this Agreement.

2.13 Issue in Substitution for Subscription Receipt Certificates Lost, etc.

• (a) In case any of the Subscription Receipt Certificates shall become mutilated or be lost, destroyed or stolen, the Corporation, subject to applicable law and compliance with Subsection 2.13(b), shall issue, and thereupon the Subscription Receipt Agent shall Authenticate and deliver, a new Subscription Receipt Certificate of like tenor and form and including the same legend(s), if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Subscription Receipt Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Subscription Receipt Certificate, and the substituted Subscription Receipt Certificate shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Subscription Receipt Certificates issued or to be issued hereunder.
• (b) The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.13 shall bear the reasonable cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Subscription Receipt Agent each in their sole discretion, and such applicant shall also be required to furnish a reasonable indemnity and surety bond or other security in an amount and form satisfactory to the Corporation and the Subscription Receipt Agent each in their sole discretion and shall pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith.

2.14 Exchange of Subscription Receipt Certificates

(a) Subscription Receipt Certificates may, upon compliance with the reasonable requirements of the Subscription Receipt Agent (including compliance with applicable securities legislation), be exchanged for another Subscription Receipt Certificate or Subscription Receipt Certificates bearing same legend(s), if applicable, and entitling the Holder thereof to, in the aggregate, the same number of Subscription Receipts as represented by the Subscription Receipt Certificates so exchanged.

• (b) Subscription Receipt Certificates may be surrendered for exchange only at the Designated Office of the Subscription Receipt Agent during regular business hours of the Subscription Receipt Agent on a Business Day.
• (c) Except as otherwise herein provided, the Subscription Receipt Agent may charge to the Holder requesting an exchange a reasonable fee for each new Subscription Receipt Certificate issued in exchange for Subscription Receipt Certificate(s). Payment of such charges and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid shall be made by such Holder as a condition precedent to such exchange.
• (d) Any Subscription Receipt Certificate tendered for exchange shall be cancelled by the Subscription Receipt Agent.

2.15 Transfer and Ownership of Subscription Receipts

(a) Subject to Subsection 2.15(b), the Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the Holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent upon (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred together with a duly executed form of transfer as set forth in Schedule "A"; (ii) in the case of DRS Advices, surrendering to the Subscription Receipt Agent at the Designated Office the DRS Advices representing the Subscription Receipts to be transferred together with a duly executed form of transfer as set forth in Schedule "A"; and (iii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System or Non-Certificated Inventory System and upon compliance with (iii) the conditions herein, (iv) such reasonable requirements as the Subscription Receipt Agent may prescribe, and (v) all applicable securities legislation and requirements of regulatory authorities. In the case of a Subscription Receipt Certificate, such transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office of the Subscription Receipt Agent, the Corporation shall issue and thereupon the Subscription Receipt Agent shall Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate or DRS Advice representing the Subscription Receipts transferred of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) or DRS Advice(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate or DRS Advice registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon:

• (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation, as applicable, for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and
• (ii) the satisfaction of such reasonable requirements as the Subscription Receipt Agent may prescribe;

and all such transfers contemplated under Section 2.15(a)(i) shall be duly noted in such register by the Subscription Receipt Agent. Transfers within the systems of CDS are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent.

• (b) The Corporation and the Subscription Receipt Agent will deem and treat the registered holder of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary.
• (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (Toronto time) at the Designated Office on the earlier to occur of the Escrow Release Date and the Termination Date.
• (d) The Subscription Receipt Agent will promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation, in its sole discretion, will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Section 2.15, for any reason whatsoever, including without limitation if such transfer would constitute a violation of the restrictions on transfer set forth in Section 3.4(e) or the securities laws of any jurisdiction or the rules, regulations, instruments or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the Constating Documents of the Corporation or this Agreement.
• (e) Subject to the provisions of this Agreement and applicable law, Holders shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either the issue of Underlying Securities by the Corporation upon the conversion of Subscription Receipts and/or the payment of the amounts described in Section 3.4 or Section 3.6, as applicable, in any case less applicable withholding taxes, all in accordance with the terms and conditions contained in this Agreement, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to the Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Holder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

2.16 Uncertificated Subscription Receipts and Beneficial Holders of Subscription Receipts

• (a) Subscription Receipt Certificates in certificated form may be issued in the form of one or more global Subscription Receipt Certificates which will be registered in the name of CDS or its nominee and held by, or on behalf of, CDS as depository of the Subscription Receipt Certificates for the participants of CDS (each, a "Global Subscription Receipt Certificate"). All Subscription Receipts issued to CDS in uncertificated form will be evidenced by a book position on the register of Holders to be maintained by the Subscription Receipt Agent in accordance with Section 2.5. Each Global Subscription Receipt Certificate may bear, and Subscription Receipts issued to CDS in uncertificated form may be deemed to bear, a legend substantially in the form set out in Section 2.3(e).
• (b) Unless the Subscription Receipts cease to be eligible for CDS or otherwise, owners of beneficial interests in the Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form or DRS Advice and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where CDS resigns or is removed from its responsibility and the Corporation is unable or does not wish to locate a qualified successor. Beneficial interests in the Subscription Receipts will be represented only through the Book-Entry Only System or the Non-Certificated Inventory System administered by CDS. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS' applicable rules and procedures.
• (c) Neither the Corporation nor the Agent nor the Subscription Receipt Agent shall have any responsibility or liability for: (i) any aspects of the records maintained by CDS relating to any ownership interests or any other interests (beneficial or otherwise) in the Subscription Receipts, or the depository system maintained by CDS, or payments made by CDS, or its nominee, on account of any ownership interest or any other interest (beneficial or otherwise) of any person in any Subscription Receipt represented by an electronic position in the Book-Entry Only System or Non-Certificated Inventory System (other than CDS or its nominee); (ii) maintaining, supervising or reviewing any records of CDS relating to the Subscription Receipts; or (iii) any advice or representation made or given by or with respect to CDS relating to the rules and regulations governing CDS or any action to be taken by CDS on its own direction or at the direction of a CDS participant.
• (d) All references herein to actions by, notices given or payments made to the Holders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants in accordance with its rules and procedures in effect from time to time. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of the Holders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by the Holders, including Holders acting through CDS and the CDS

participants, owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. To the extent a Holder holds Subscription Receipts through CDS, the rights of such Holder shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such Holders and CDS and/or the CDS participants or upon instructions from the CDS participants. Each of the Subscription Receipt Agent and the Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Holders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder.

• (e) If the Book-Entry Only System or Non-Certificated Inventory System is terminated by the Corporation at its option, after due consultation with the Agent, required to be terminated by applicable law or ceases to exist or CDS resigns or is removed from its responsibility as depository and the Corporation is unable or does not wish to locate a qualified successor, CDS shall provide the Subscription Receipt Agent with instructions for registration in the name(s) and in the amount(s) specified by CDS and the Corporation shall issue and the Subscription Receipt Agent shall Authenticate and deliver the aggregate number of Subscription Receipts then outstanding in the form of one or more definitive Subscription Receipt Certificates or DRS Advice representing such Subscription Receipts and if issued pursuant to the Book-Entry Only System, CDS shall surrender the Global Subscription Receipt Certificate(s) to the Subscription Receipt Agent.
• (f) Subject to the provisions of this Section 2.16, any exchange of Subscription Receipts for Subscription Receipts which are not Uncertificated Subscription Receipts or DRS Advice may be made in whole or in part in accordance with the provisions of Section 2.14, mutatis mutandis. All such Subscription Receipts issued in exchange for Uncertificated Subscription Receipts or any portion thereof shall be registered in such names as CDS for such Uncertificated Subscription Receipts shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to Uncertificated Subscription Receipts or to any legend required by Section 2.3 and the restrictions set out in such legend) as the Subscription Receipts or portion thereof surrendered upon such exchange.
• (g) Notwithstanding anything to the contrary in this Agreement, subject to applicable securities laws, the Uncertificated Subscription Receipts will only be issued in the name of CDS.

2.17 Cancellation of Surrendered Subscription Receipt Certificates

All Subscription Receipt Certificates surrendered to the Subscription Receipt Agent pursuant to Sections 2.13, 2.14, 2.15 and 5.1 shall be returned to or received by the Subscription Receipt Agent for cancellation and upon such circumstances all such Uncertificated Subscription Receipts shall be deemed cancelled and so noted on the register by the Subscription Receipt Agent. Upon request by the Corporation, the Subscription Receipt Agent shall furnish the Corporation with a cancellation certificate identifying the Subscription Receipt Certificates so cancelled and the number of Subscription Receipts evidenced thereby.

ARTICLE 3 ISSUANCE OF UNDERLYING SHARES AND WARRANTS OR REFUND OF SUBSCRIPTION PRICE

3.1 Amounts to be Held in Escrow

Upon the issuance of the Subscription Receipts, the Escrowed Funds in respect thereof shall be delivered to the Subscription Receipt Agent as agent and bailee on behalf of Holders, by way of certified cheque, bank draft or electronic transfer of funds into the Escrow Account, to be held pursuant to the terms hereof and in accordance with the provisions of Article 4. The Subscription Receipt Agent hereby agrees to hold the Escrowed Funds in escrow and to disburse and deal with the same as provided herein.

3.2 Escrow Release Notice

If the Escrow Release Conditions are satisfied before the Escrow Release Deadline, other than the delivery of the Escrow Release Notice, the Corporation shall forthwith cause to be delivered to the Subscription Receipt Agent the Escrow Release Notice, executed by the Corporation and RCC, confirming that the Escrow Release Conditions have been satisfied and instructing the Subscription Receipt Agent to cause the issuance to the Holders of the Underlying Securities for each Subscription Receipt then outstanding.

3.3 Release of the Escrowed Funds

If the Corporation and the Agent have delivered the Escrow Release Notice in accordance with Section 3.2 to the Subscription Receipt Agent at or before the Escrow Release Deadline, the Corporation shall be entitled to receive from the Subscription Receipt Agent an amount equal to the Escrowed Funds, less (i) the remaining 50% of the Agent's Fee and an amount equal to all Agent's Expenses incurred after the Closing Date, plus a pro rata share of the Earned Interest thereon, which will be paid to or as directed by the Agent in accordance with the Escrow Release Notice; and (ii) any remaining remuneration, expenses and disbursements of the Subscription Receipt Agent, to be paid to the Subscription Receipt Agent on behalf of the Corporation. The Subscription Receipt Agent shall deliver the Escrowed Funds in accordance with the Escrow Release Notice as soon as practicable following receipt of the Escrow Release Notice.

Any notice delivered to the Subscription Receipt Agent must be received by the Subscription Receipt Agent no later than 9:00 a.m. (Toronto time) or any later time as may be agreed to by the Corporation, the Agent and the Subscription Receipt Agent, acting reasonably, on the day on which the Escrowed Funds are to be released. Any notice received by the Subscription Receipt Agent after such time or received on a day which is not a Business Day will be handled on a commercially reasonable efforts basis and may result in Escrowed Funds being released on the next Business Day.

3.4 Issue of Underlying Shares and Warrants and Payment Thereon

• (a) If the Corporation and the Agent have delivered the Escrow Release Notice in accordance with Section 3.2 before the Escrow Release Deadline, the Corporation shall issue, or cause to be issued, the Underlying Securities referred to in Section 3.2 to the Holders in exchange for the Subscription Receipts of such Holders, including, for avoidance of a doubt, pursuant to the Warrant Indenture in respect of the Warrants.
• (b) Notwithstanding the actual time of delivery of the Underlying Securities pursuant to Subsection 3.4(a), in the event that the Escrow Release Conditions are satisfied prior to the Escrow Release Deadline, the Underlying Securities shall be and shall be deemed to be automatically issued to Holders in accordance with the Warrant Indenture and the rights of such Holders as set out in Subsection 2.3(a) without payment of any additional consideration or further action on the part of the Holder, and such Underlying Securities shall be deemed to be issued upon the satisfaction of the Escrow Release Conditions and the persons to whom such Underlying Securities are to be issued shall be deemed to have become the holders of record of such Underlying Securities upon the conversion of the Subscription Receipts. No certificates or book entry deposits will be issued or made in respect of the Underlying Shares and Warrants. The Underlying Shares and Warrants to which each Holder is entitled will be automatically exchanged for Resulting Issuer Shares and Resulting Issuer Warrants upon completion of the Transaction.
• (c) Effective immediately after the Underlying Securities have been, or have been deemed to be, issued as contemplated in Subsection 3.4(b), and the Subscription Receipt Agent has issued the cheque or cheques or made wire transfers for the amounts specified in Subsection 3.3, all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and the Subscription Receipts relating thereto shall be void and of no value or effect.
• (d) The Resolute Shares and Warrants issuable upon deemed conversion of the Subscription Receipts shall be deemed to have attached to them the following restriction:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) THE DATE OF DISTRIBUTION OF THE SECURITY, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

In addition, with respect to the certificates representing the Resolute Shares and Warrants issuable to Holders who hold Subscription Receipt Certificates with U.S. restrictive legend pursuant to Subsection 2.3(f), as well as all certificates issued in exchange for or in substitution of such securities, shall bear the following additional legend:

THE SECURITIES REPRESENTED HEREBY [for Warrants, add: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF RESOLUTE RESOURCES LTD. (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES TO A PERSON WHO IS NOT A "U.S. PERSON" (AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT) IN ACCORDANCE WITH AN APPLICABLE EXEMPTION UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

(e) Notwithstanding the foregoing, the Resulting Issuer Shares and Resulting Issuer Warrants issuable to former Holders pursuant to the Transaction shall bear no restrictive legends, except for certificates representing Resulting Issuer Shares (including Resulting Issuer Warrant Shares) and Resulting Issuer Warrants issuable to U.S. Persons or persons in the United States that are not Qualified Institutional Buyers, which shall include the following U.S. restrictive legend:

"THE SECURITIES REPRESENTED HEREBY [for Warrants include: AND THE SECURITES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER HEREOF (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) PURSUANT TO THE EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION, TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

[for Resulting Issuer Warrants, include: THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THESE SECURITIES AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT."].

3.5 Fractions

Notwithstanding anything herein contained, the Corporation shall not be required, upon the exchange or deemed exchange of a Subscription Receipt, to issue fractions of the Underlying Securities and the number of Underlying Securities to be issued on exchange shall be rounded down to the nearest whole number without any consideration therefor.

3.6 Payment on Termination

• (a) If a Termination Event occurs, the Corporation shall forthwith notify the Subscription Receipt Agent and RCC in writing and deliver to the Subscription Receipt Agent a Written Request of the Corporation to make the payments required pursuant to this Section 3.6.
• (b) If a Termination Event occurs, the subscription evidenced by each Subscription Receipt shall be automatically terminated and cancelled and each Holder shall be entitled from and after the Termination Event, but shall receive on or about the Termination Payment Time, by cheque or wire transfer an amount equal in the aggregate to: (i) the Subscription Price in respect of each of such Holder's Subscription Receipts in the original currency that such Holder paid; and (ii) such Holder's pro rata share of the Earned Interest (in respect of such original currency), less applicable withholding taxes, if any.
• (c) The amount payable to each Holder under Subsection 3.6(b) shall be satisfied from the Escrowed Funds. Any amount not satisfied from the Escrowed Funds shall be satisfied by the Corporation which shall deposit an amount equal to such shortfall with the Subscription Receipt Agent no later than the Business Day immediately preceding the Termination Payment Time. The Subscription Receipt Agent shall only be obliged to make payments under this Section 3.6 to the extent that the Escrowed Funds and the monies which have been deposited with it pursuant to this Section 3.6(c) are sufficient.
• (d) The obligation to make the payment of the amount specified in Subsection 3.6(b) shall be satisfied by mailing payment by cheque payable to the Holder at the

Holder's registered address or by making a wire transfer for the account of such Holder through CDS.

• (e) Upon the mailing or delivery of any cheque or the making of any wire transfer as provided in Subsection 3.6(b) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) and, where applicable, an amount has been withheld on account of tax and remitted to the appropriate taxing authority, all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect.
• (f) If any amount payable to Holders pursuant to this Subsection 3.6 is subject to withholding taxes as confirmed by written notice by the Corporation to the Subscription Receipt Agent, the Subscription Receipt Agent shall remit such taxes to the proper tax authorities within the prescribed period of time under applicable laws and such amounts shall be deemed to satisfy the Subscription Receipt Agent's and/or the Corporation's obligation to pay such amount to the relevant Holder.

3.7 Calculations

The Subscription Receipt Agent shall not be responsible for calculating any amounts owing under Sections 3.4 and 3.6, but shall be entitled to rely absolutely on the Written Request of the Corporation specifying the payments to be made pursuant thereto.

ARTICLE 4 INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST

4.1 Investment of the Escrowed Funds

Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent in an interest-bearing account (if applicable) with a Canadian chartered bank, in separate USD and CAD accounts, as applicable, and upon receipt of a Written Direction of the Corporation on behalf of the Holders, shall be deposited in one or more short term obligations of, or guaranteed by, the Government of Canada, a Province of Canada or a Canadian chartered bank or such other investments as directed in writing jointly by the Corporation and the Agent that the Subscription Receipt Agent has the capability to purchase. Such Written Direction of the Corporation or joint written direction to the Subscription Receipt Agent shall be provided no later than 9:00 a.m. (Toronto time) on the day on which the investment is to be made. Any joint written direction received by the Subscription Receipt Agent after 9:00 a.m. (Toronto time) or on a day which is not a Business Day, shall be deemed to have been given prior to 9:00 a.m. (Toronto time) on the next succeeding Business Day. If at any time the Escrowed Funds includes cash that is not invested as set out above and the Corporation and the Agent have not provided joint written directions to the Subscription Receipt Agent to invest such cash, such uninvested cash will be held in the Escrow Account until the Subscription Receipt Agent has been directed in writing to so invest.

All interest received from the investment of the Escrowed Funds shall be calculated daily and credited to the account(s) within five (5) Business Days of each month-end or sooner, as applicable, and shall become a part of the Escrowed Funds (and any losses, if any, on such investments shall be debited to the Escrowed Funds). Any bank charges and similar fees shall be charged to the Corporation's account and will be deducted from the Escrowed Funds owed to the Corporation, provided that documentation evidencing such bank charges or similar fees has been provided to the Corporation upon its reasonable request.

4.2 Segregation of the Escrowed Funds

The Escrowed Funds received by the Subscription Receipt Agent and any securities or other instruments received by the Subscription Receipt Agent upon the investment or reinvestment of such Escrowed Funds, shall be received as agent and bailee for the Holders and shall be segregated and kept apart by the Subscription Receipt Agent in escrow pursuant to the terms of this Agreement.

4.3 Payment of Interest

Any Earned Interest which is not required to be paid to the Holders pursuant to an express provision hereof shall accrue to the benefit of and belong to the Corporation.

4.4 Tax Reporting

The Corporation agrees that, for tax reporting purposes, all interest or other taxable income earned from the investment of the Escrowed Funds in any tax year shall be taxable, and the requisite tax reporting forms shall be issued, to the Corporation or the Holders (as may be relevant) so entitled thereto in the taxation year that it was distributed.

ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS

5.1 Optional Purchases by the Corporation

Subject to applicable law and stock exchange rules, the Corporation may, from time to time, purchase by private contract or otherwise, for cancellation, any of the Subscription Receipts.

5.2 General Covenants

• (a) The Corporation hereby covenants with the Subscription Receipt Agent that so long as any Subscription Receipts remain outstanding:

  • (i) it will use its best efforts to maintain its corporate existence, carry on and conduct its business, and that of its material subsidiaries, in a proper, efficient and business-like manner and keep or cause to be kept proper books of account in accordance with generally accepted accounting principles;
  • (ii) it will make all requisite filings under applicable Canadian securities laws and U.S. securities legislation (if applicable);

• (iii) it will promptly perform and carry out all of the acts or things to be done by it as provided in this Agreement or to consummate the transactions contemplated hereby;

• (iv) it will reserve for issuance and conditionally allot and keep available a sufficient number of Resolute Shares and Warrants for the purpose of enabling it to satisfy its obligations to issue Underlying Securities pursuant to the Subscription Receipts;

• (v) it will cause the Underlying Securities to be duly issued and delivered in accordance with the Subscription Receipts and the terms hereof and such Underlying Securities will be issued as fully paid and non-assessable securities of the Corporation;

• (vi) it will give prompt notice in writing to the Subscription Receipt Agent, RCC and Holders of a default under the terms of this Agreement;

• (vii) it will not take any action or omit to take any action which would have the effect of preventing the Holders from receiving any of the Underlying Securities issued pursuant to the conversion of the Subscription Receipts;

• (viii) it will use commercially reasonable efforts to satisfy the Escrow Release Conditions prior to the Escrow Release Deadline; and

  • (ix) it will not effect any Capital Reorganization, Common Share Distribution or Common Share Reorganization, other than in connection with the Transaction.

5.3 Subscription Receipt Agent's Remuneration, Expenses and Indemnification

• (a) The Corporation hereby covenants that it will pay to the Subscription Receipt Agent, from time to time, reasonable remuneration for its services hereunder and will pay or reimburse the Subscription Receipt Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt Agent in the administration or execution of this Agreement both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed (including the reasonable compensation and disbursements of its counsel and all other assistants and advisors not regularly in its employ), except any such expense, disbursement or advance as may arise out of or result from the Subscription Receipt Agent's gross negligence, wilful misconduct or bad faith. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Subscription Receipt Agent against unpaid invoices and shall be payable on demand. This Section 5.3 shall survive the resignation or removal of the Subscription Receipt Agent and/or the termination of this Agreement.
• (b) Without limiting any protection or indemnity of the Subscription Receipt Agent under any other provision hereof, or otherwise at law, the Corporation hereby

indemnifies and agrees to hold harmless the Subscription Receipt Agent and its officers, directors, employees, affiliates and agents (collectively, the "Indemnified Parties" and each an "Indemnified Party") from and against any and all liabilities, losses (excluding loss of profits and consequential damages), damages, penalties, suits, proceedings, taxes, charges, assessments, judgments, costs, claims, actions, demands, expenses and disbursements, including legal fees and disbursements, of whatever kind and nature which may at any time be imposed on or incurred by or asserted or brought against the Indemnified Parties, or any of them, or which it may suffer or incur, whether at law or in equity, groundless or otherwise, as a result or arising, directly or indirectly, in respect of, from or out of any act, omission or error of the Subscription Receipt Agent in the performance of its duties and obligations under this Agreement, save only in the event of the gross negligence, wilful misconduct or bad faith of the Indemnified Party seeking indemnification hereunder. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. It is hereby understood and agreed that this indemnification shall survive the termination or the discharge of this Agreement or the resignation or replacement of the Subscription Receipt Agent.

(c) Notwithstanding the foregoing or any other provision of this Agreement, any liability of the Subscription Receipt Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Subscription Receipt Agent under this Agreement in the twelve (12) months immediately prior to the Subscription Receipt Agent receiving the first notice of the claim. Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Subscription Receipt Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. It is hereby understood and agreed that this clause shall survive the termination or the discharge of this Agreement or the resignation or replacement of the Subscription Receipt Agent.

5.4 Performance of Covenants by the Subscription Receipt Agent

If the Corporation shall fail to perform any of its covenants contained in this Agreement, then the Corporation will notify the Subscription Receipt Agent in writing of such failure and upon receipt by the Subscription Receipt Agent of such notice, the Subscription Receipt Agent shall notify the Holders and RCC of such failure on the part of the Corporation or may itself perform any of the said covenants capable of being performed by it, but shall be under no obligation to perform said covenants or to notify the Holders and the Agent of such performance by it. All sums expended or advanced by the Subscription Receipt Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Subscription Receipt Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants contained herein.

5.5 Regulatory Matters

The Corporation shall file all such documents, notices and certificates and take such steps and do such things as may be necessary under applicable securities laws to permit the issuance of the Underlying Securities in the circumstances contemplated by Section 3.4 such that such issuance will comply with, or will be exempt from, the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada and the United States.

5.6 Securities Exchange Commission Certification.

The Corporation represents and warrants that as at the date of execution of this Agreement it does not have a class of securities registered pursuant to Section 12 of the U.S. Exchange Act or have a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act.

The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the U.S. Exchange Act or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the U.S. Exchange Act, the Corporation shall promptly deliver to the Subscription Receipt Agent an officers' certificate of the Corporation notifying the Subscription Receipt Agent of such registration or termination and such other information as the Subscription Receipt Agent may require at the time. The Corporation acknowledges that the Subscription Receipt Agent is relying upon the foregoing representation, warranty and covenant in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.

ARTICLE 6 ENFORCEMENT

6.1 Suits by the Holders

Subject to the powers of the Holders exercisable by special resolution, all or any of the rights conferred upon any Holder by any of the terms of the Subscription Receipts or of this Agreement, or of both, may be enforced by the Holders by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Subscription Receipt Agent to proceed in its own name to enforce each and all of the provisions contained herein for the benefit of the Holders.

6.2 Limitation of Liability

The obligations hereunder are not personally binding upon, nor shall resort hereunder be had to, the private property of any past, present or future directors or shareholders of the Corporation or any successor entity or any of the past, present or future officers, employees or agents of the Corporation or any successor entity, but only the property of the Corporation or any successor entity shall be bound in respect hereof.

ARTICLE 7 MEETINGS OF THE HOLDERS

7.1 Right to Convene Meetings

The Subscription Receipt Agent may, at any time and from time to time, and shall on receipt of a Written Request of the Corporation or of a Holders' Request and upon being funded and indemnified to its reasonable satisfaction by the Corporation or by the Holders signing such Holders' Request, as the case may be, against the cost which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Holders. In the event of the Subscription Receipt Agent failing to so convene a meeting within ten days after receipt of such Written Request of the Corporation or such Holders' Request and funding and indemnity given as aforesaid, the Corporation or such Holders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto, Province of Ontario, or at such other place as may be determined by the Subscription Receipt Agent and approved by the Corporation, and for greater certainty, may be held in person or virtually, subject to the Subscription Receipt Agent's capabilities at the time.

7.2 Notice

At least 21 days' prior notice of any meeting of the Holders shall be given to the Holders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Subscription Receipt Agent (unless the meeting has been called by the Subscription Receipt Agent) and to the Corporation (unless the meeting has been called by the Corporation) and to the Agent. Such notice shall state the date (which shall be a Business Day) and time when, and the place where, the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Holders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 7.

7.3 Chairperson

An individual (who need not be a Holder) designated in writing by the Subscription Receipt Agent and the Corporation shall be chairperson of the meeting and if no individual is so designated, or if the individual so designated is not present within 15 minutes from the time fixed for the holding of the meeting, the Holders present in person or by proxy shall choose some individual present at the meeting to be chairperson.

7.4 Quorum

Subject to the provisions of Section 7.11, at any meeting of the Holders a quorum shall consist of not less than two Holders present in person or by proxy and holding, in aggregate, not less than 20% of the then outstanding Subscription Receipts ("quorum"). If a quorum of the Holders shall not be present within 30 minutes from the time fixed for holding of any such meeting, the meeting, if summoned by the Holders or on a Holders' Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not hold, in aggregate, at least 20% of the then outstanding Subscription Receipts and there may be less than two Holders present in person or by proxy.

7.5 Power to Adjourn

The chairperson of any meeting at which a quorum of the Holders is present may, with the consent of the Holders present, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

7.6 Show of Hands

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on a special resolution as set out in Section 7.10 shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

7.7 Poll and Voting

• (a) On every special resolution as set out in Section 7.10, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairperson or by one or more of the Holders acting in person or by proxy and holding at least 5% of the Subscription Receipts then outstanding, a poll shall be taken in such manner as the chairperson shall direct. Questions other than those required to be determined by special resolution shall be decided by a majority of the votes cast on the poll.
• (b) On a show of hands, every person who is present and entitled to vote, whether as a Holder or as proxy for one or more absent Holders, or both, shall have one vote. On a poll, each Holder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Subscription Receipt then held or represented by such person. A proxy need not be a Holder. In the case of joint Holders, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them shall be present in person or by proxy, they shall vote together in respect of Subscription Receipts of which they are joint registered Holders. The chairperson of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Subscription Receipts, if any, that are held or represented by the chairperson.

7.8 Regulations

The Subscription Receipt Agent, or the Corporation with the approval of the Subscription Receipt Agent, may from time to time make, and from time to time, vary such regulations as it shall think fit for:

• (a) the setting of the record date for a meeting of the Holders for the purpose of determining the Holders entitled to receive notice of and vote at such meeting;
• (b) the issue of voting certificates by any bank, trust company or other depository satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual Holders of the Subscription Receipt Certificates specified therein;
• (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Subscription Receipt Agent, the Corporation or the Holders, convening the meeting, as the case may be, may in the notice convening the meeting direct;
• (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed or transmitted by other electronic means before the meeting to the Corporation or to the Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;
• (e) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and
• (f) generally for the calling of meetings of the Holders and the conduct of business thereat.

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Holder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be the Holders or their counsel or duly appointed proxies of the Holders.

7.9 The Corporation, the Agent and Subscription Receipt Agent may be Represented

The Corporation and its Counsel and the Subscription Receipt Agent and the Agent, by their respective directors, officers, authorized agents, and employees and counsel for the Subscription Receipt Agent and the Agent may attend any meeting of the Holders, but shall have no vote as such unless in their capacity as Holder or a proxy of a Holder.

7.10 Powers Exercisable by Special Resolution

In addition to all other powers conferred upon them by any other provisions of this Agreement or by law, the Holders at a duly convened meeting shall, subject to the provisions of Section 7.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution:

• (a) to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of the Holders or the Subscription Receipt Agent (subject to the consent of the Subscription Receipt Agent) against the Corporation or against its undertaking, property and assets or any part thereof whether such rights arise under this Agreement, the Subscription Receipts or otherwise;
• (b) to amend, alter or repeal any extraordinary or special resolution previously passed or sanctioned by the Holders;
• (c) to direct or to authorize the Subscription Receipt Agent to enforce any of the covenants on the part of the Corporation contained in this Agreement or the Subscription Receipts or to enforce any of the rights of the Holders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right;
• (d) to waive, and to direct the Subscription Receipt Agent to waive, any default on the part of the Corporation in complying with any provisions of this Agreement or the Subscription Receipts either unconditionally or upon any conditions specified in such special resolution;
• (e) to restrain any Holder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Agreement or the Subscription Receipts or to enforce any of the rights of the Holders;
• (f) to direct any Holder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Holder in connection therewith;
• (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipts or this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission;
• (h) with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint

a new subscription receipt agent to take the place of the Subscription Receipt Agent so removed; and

(i) to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with the holders of any Resolute Shares or other securities of the Corporation.

7.11 Meaning of Special Resolution

• (a) The expression "special resolution" when used in this Agreement means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed to be passed as a special resolution at a meeting of the Holders (including an adjourned or postponed meeting) duly convened for that purpose and held in accordance with the provisions of this Article 7 and passed by the favourable votes of the Holders present in person or by proxy holding not less than DDri of the then outstanding Subscription Receipts represented at the meeting and voted on a poll upon such resolution.
• (b) If, at any meeting called for the purpose of passing a special resolution, a quorum, being at least two Holders holding not less than 20% of the then outstanding Subscription Receipts, is not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by the Holders or on a Holders' Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than five Business Days or more than ten Business Days later, and to such place and time as may be determined by the chairperson. Not less than five Business Days prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Holders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars.
• (c) At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed thereat by the favourable vote of holders of not less than DDri of the Holders present or represented by proxy at the meeting voted upon on a poll shall be a special resolution within the meaning of this Agreement, notwithstanding that there may be less than two Holders present in person or by proxy or Holders of 20% or more of the Subscription Receipts then outstanding are not present in person or by proxy at such adjourned meeting.
• (d) Votes on a special resolution shall always be given on a poll and no demand for a poll on a special resolution shall be necessary.

7.12 Powers Cumulative

Any one or more of the powers or any combination of the powers in this Agreement stated to be exercisable by the Holders by special resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Holders to exercise such power or powers or combination of powers then or thereafter from time to time.

7.13 Minutes

Minutes of all resolutions and proceedings at every meeting of the Holders shall be made and duly entered in books to be provided from time to time for that purpose by the Corporation, and any such minutes as aforesaid, if signed by the chairperson or the secretary of the meeting at which such resolutions were passed or proceedings had or by the chairperson or secretary of the next succeeding meeting held shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

7.14 Instruments in Writing

All actions which may be taken and all powers that may be exercised by the Holders at a meeting held as provided in this Article 7 may also be taken and exercised by an instrument in writing signed in one or more counterparts by such Holders, in person or by attorney duly appointed in writing, (i) holding at least a majority of the then outstanding Subscription Receipts with respect to a resolution that is not a special resolution, and the expression "resolution" when used not as part of "special resolution" in this Agreement shall include an instrument so signed, and (ii) holding at least DDri of the then outstanding Subscription Receipts with respect to a special resolution, and the expression "special resolution" when used in this Agreement shall include an instrument so signed.

7.15 Binding Effect of Resolutions

Every resolution and every special resolution passed in accordance with the provisions of this Article 7 at a meeting of the Holders shall be binding upon all the Holders, whether present at or absent from such meeting, and every instrument in writing signed by the Holders in accordance with Section 7.14 shall be binding upon all the Holders, whether signatories thereto or not, and each and every Holder and the Subscription Receipt Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

7.16 Holdings by the Corporation Disregarded

In determining whether the Holders are present at a meeting of the Holders for the purpose of determining a quorum or have concurred in any consent, waiver, resolution, special resolution, Holders' Request or other action under this Agreement, or otherwise for the purposes of any vote taken in accordance with Section 7.6 or 7.7 hereof, Subscription Receipts owned legally or beneficially by the Corporation or any Affiliate of the Corporation shall be disregarded in accordance with the provisions of Section 10.6.

ARTICLE 8 SUPPLEMENTAL AGREEMENTS

8.1 Provision for Supplemental Agreements for Certain Purposes

From time to time the Corporation, the Agent and the Subscription Receipt Agent may, subject to the provisions hereof and subject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agents or representatives, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

• (a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent, relying on the advice of Counsel;
• (b) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Subscription Receipt Agent relying on the advice of Counsel prejudicial to the interests of the Holders;
• (c) giving effect to any special resolution passed as provided in Article 7;
• (d) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent relying on the advice of Counsel, prejudicial to the interests of the Holders;
• (e) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
• (f) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent relying on the advice of counsel, such modification or relief in no way prejudices any of the rights of the Holders or of the Subscription Receipt Agent, and in the opinion of RCC relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative, and the Agent, in its sole discretion, may decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Agent or the Holders when the same shall become operative; and
• (g) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent

provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent relying on the advice of counsel, the rights of the Holders or of the Subscription Receipt Agent are in no way prejudiced thereby.

8.2 Successor Entity

In the case of the reclassification of the securities of the Corporation, a capital reorganization, consolidation, amalgamation, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity ("successor entity"), the successor entity resulting from such consolidation, amalgamation, merger or transfer (if not the Corporation) shall expressly assume, by supplemental agreement satisfactory in form to the Subscription Receipt Agent and executed and delivered to the Subscription Receipt Agent, the due and punctual performance and observance of each and every covenant, obligation and condition of this Agreement to be performed and observed by the Corporation and the successor entity shall by supplemental agreement satisfactory to the Subscription Receipt Agent and RCC executed and delivered to the Subscription Receipt Agent and RCC, expressly assume those obligations.

ARTICLE 9 CONCERNING THE SUBSCRIPTION RECEIPT AGENT

9.1 Rights and Duties of the Subscription Receipt Agent

• (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Subscription Receipt Agent shall exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. No provision of this Agreement shall be construed to relieve the Subscription Receipt Agent from liability for its own gross negligence, wilful misconduct or bad faith.
• (b) The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Subscription Receipt Agent or the Holders hereunder shall be conditional upon the Holders furnishing, when required by notice by the Subscription Receipt Agent, a Holders' Request specifying the act, action or proceeding which the Subscription Receipt Agent is required to take, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and to hold harmless the Subscription Receipt Agent and its officers, directors, employees, affiliates and agents against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Agreement shall require the Subscription Receipt Agent to expend or to risk its own funds or otherwise to incur liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.
• (c) The Subscription Receipt Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Holders at whose instance it is acting to deposit with the Subscription Receipt Agent the Subscription Receipts held by them, for which Subscription Receipts the Subscription Receipt Agent shall issue receipts.

(d) Every provision of this Agreement that by its terms relieves the Subscription Receipt Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of this Section 9.1 and of Section 9.3.

9.2 Accounting

The Subscription Receipt Agent shall maintain accurate books, records and accounts of the transactions effected or controlled by the Subscription Receipt Agent hereunder and the receipt, investment, reinvestment and disbursement of the Escrowed Funds, and shall provide to the Corporation and to RCC records and statements thereof periodically upon written request. The Corporation shall have the right to audit any such books, records, accounts and statements maintained by the Subscription Receipt Agent in connection with its duties hereunder from time to time.

9.3 Evidence, Experts and Advisers

• (a) In addition to the reports, certificates, opinions and other evidence required by this Agreement, the Corporation shall furnish to the Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by applicable law or as the Subscription Receipt Agent may reasonably require, and in accordance with Section 10.7, by written notice to the Corporation.

• (b) In the exercise of its rights and duties hereunder, the Subscription Receipt Agent may, if it is acting in good faith, act and rely and shall be protected in so acting and relying as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Subscription Receipt Agent pursuant to any provision hereof or of applicable law or pursuant to a request of the Subscription Receipt Agent. The Subscription Receipt Agent may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable.

• (c) Whenever it is provided in this Agreement or under applicable law that the Corporation shall deposit with the Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Subscription Receipt Agent take the action to be based thereon.

• (d) Whenever applicable legislation requires that evidence referred to in this Section 9.3 be in the form of a statutory declaration, the Subscription Receipt Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chief Executive Officer, Chief Financial Officer, President or Chief Operating Officer of the Corporation.

• (e) Proof of the execution of an instrument in writing, including a Holders' Request, by any Holder may be made by the certificate of a commissioner of oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate and in respect of a corporate Holder, shall include a certificate of incumbency of such Holder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

• (f) The Subscription Receipt Agent may, at the Corporation's expense, employ or retain such counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its rights and duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Subscription Receipt Agent. The Corporation shall pay or reimburse the Subscription Receipt Agent for any reasonable fees, expenses and disbursements of such counsel, accountants, appraisers or other experts or advisors.

• (g) The Subscription Receipt Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any counsel, accountant, appraiser or other expert or adviser, whether retained or employed by the Corporation or by the Subscription Receipt Agent, in relation to any matter arising in the administration of the agency hereof.

9.4 Documents, Monies, etc. Held by the Subscription Receipt Agent

Any securities, monies, documents of title or other instruments that may at any time be held by the Subscription Receipt Agent pursuant to this Agreement may be placed in the deposit vaults of the Subscription Receipt Agent or of any Canadian chartered bank listed in Schedule I of the Bank Act (Canada) (an "Approved Bank") or deposited for safekeeping with any such bank. All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the Corporation and the delivery of the funds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship. Any written direction for release of funds received shall be received by the Subscription Receipt Agent by 9am (Calgary time) on the Business Day prior to the Business Day on which such release is to be made, failing which such direction will be handled on a commercially reasonable efforts basis and may result in funds being released on the next Business Day. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are at the sole risk of the Holders and the Corporation and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from deposit or investment made pursuant to Article 4, including any losses resulting from a bank default or default by the grantor of the investment or any credit losses (whether or not resulting from such a default) , or any losses on any investment required to be liquidated prior to maturity in order to make a payment required hereunder, except for losses resulting from its own gross negligence, wilful misconduct or bad faith. The parties hereto acknowledge and agree that the Subscription Receipt Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank. The Subscription Receipt Agent may hold cash balances constituting part or all of such monies and need not, invest the same. The Subscription Receipt Agent shall not be liable to account for any profit to any parties to this Agreement or to any other person or entity.

9.5 Actions by the Subscription Receipt Agent to Protect Interest

The Subscription Receipt Agent shall have the power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Holders.

9.6 The Subscription Receipt Agent not Required to Give Security

The Subscription Receipt Agent shall not be required to give any bond or security in respect of the execution or administration of the agency, duties, obligations and powers of this Agreement or otherwise in respect of the premises.

9.7 Protection of the Subscription Receipt Agent

By way of supplement to the provisions of any applicable law for the time being it is hereby expressly declared and agreed as follows:

• (a) the Subscription Receipt Agent shall have no duties except those expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of, this Agreement, unless received by it in writing and signed by the Corporation and RCC and, if its duties herein are affected, unless it shall have given its prior written consent thereto;

• (b) the Subscription Receipt Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement or in the Subscription Receipt Certificates (except the representation contained in Section 9.9 or in the certificate of the Subscription Receipt Agent on the Subscription Receipt Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

• (c) nothing herein contained shall impose any obligation on the Subscription Receipt Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement or any instrument ancillary or supplemental hereto;

• (d) the Subscription Receipt Agent shall not be bound to give notice to any person or persons of the execution hereof;

• (e) the Subscription Receipt Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement, which documentation does not require the exercise of any discretion or independent judgment;

• (f) the Subscription Receipt Agent shall incur no liability whatsoever with respect to the delivery or non-delivery of any certificates whether delivered by hand, mail or any other means;

• (g) the Subscription Receipt Agent shall not be responsible or liable in any manner whatsoever for the deficiency, correctness, genuineness or validity of any securities deposited with it;

• (h) notwithstanding any other provision of this Agreement, no duty or responsibility whatsoever shall rest with the Subscription Receipt Agent to determine compliance of the transferor or transferee of Subscription Receipts with the terms of any legend affixed on the Subscription Receipt Certificates (or deemed to be affixed on Uncertificated Subscription Receipts), or with applicable securities laws or regulations. The Subscription Receipt Agent shall be entitled to assume that all transfers of Subscription Receipts are legal and proper;

• (i) the Subscription Receipt Agent is in no way responsible for the use by the Corporation of the proceeds of the issue hereunder, nor is the Subscription Receipt Agent bound to make any inquiry or investigation as to the performance by the Corporation of the Corporation's covenants hereunder;

• (j) the Subscription Receipt Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees or agents of the Corporation;

• (k) the Subscription Receipt Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct;

• (l) the Subscription Receipt Agent shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of its counsel, may involve it in expense or liability, unless the Corporation shall, so often as required, furnish the Subscription Receipt Agent with satisfactory indemnity and funding against such expense or liability, and this provision shall survive the resignation or removal of the Subscription Receipt Agent or the termination or discharge of this Agreement;

• (m) the forwarding of a cheque or the sending of funds by wire transfer by the Subscription Receipt Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Subscription Receipt Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque; and

(n) in the event that any funds provided to the Subscription Receipt Agent in accordance herewith are received by the Subscription Receipt Agent in the form of an uncertified cheque or cheques or bank draft, the Subscription Receipt Agent shall be entitled to delay the time for release and disbursement of such funds hereunder until such uncertified cheque or cheques or bank draft have cleared in the ordinary course of the financial institution upon which the same are drawn. The Subscription Receipt Agent will disburse monies according to this Agreement only to the extent that monies have been deposited with it.

9.8 Replacement of Subscription Receipt Agent; Successor by Merger

• (a) The Subscription Receipt Agent may resign its appointment and be discharged from all other duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation and RCC not less than 30 days prior notice in writing or such shorter prior notice as the Corporation and RCC may accept as sufficient. The Holders by special resolution shall have the power at any time to remove the existing Subscription Receipt Agent and to appoint a new subscription receipt agent, subject to the provisions of Subsection 7.10(h) and 9.8(c).

• (b) In the event of the Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall, with the prior written consent of the Agent, acting reasonably, forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Holders; failing such appointment by the Corporation, the retiring Subscription Receipt Agent (at the expense of the Corporation) or any Holder may apply to a justice of the Alberta Court of King's Bench on such notice as such justice may direct, for the appointment of a new subscription receipt agent; but any new subscription receipt agent so appointed by the Corporation, or by the Court shall be subject to removal as aforesaid by the Holders.

• (c) Any new subscription receipt agent appointed under any provision of this Section 9.8 shall be authorized to carry on the business of a trust company in the Province of Alberta and, if required by the applicable legislation for any other provinces, in such other provinces. On any such appointment the new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as subscription receipt agent hereunder. At the request of the Corporation or the new subscription receipt agent, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 5.3, shall duly assign, transfer and deliver to the new subscription receipt agent at the expense of the Corporation all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith.

• (d) Upon the appointment of a successor subscription receipt agent, the Corporation shall promptly notify the Holders thereof in the manner provided for in Section 10.2.

• (e) Any corporation into which the Subscription Receipt Agent is amalgamated or with which it is merged, amalgamated or consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting therefrom to which the Subscription Receipt Agent is a party shall become the successor subscription receipt agent under this Agreement, without the execution of any document or any further act on its part or any of the parties hereto or thereto; provided that such corporation would be eligible for appointment as a successor subscription receipt agent under Subsection 9.8(c).

• (f) Any Subscription Receipt Certificate Authenticated but not delivered by a predecessor subscription receipt agent may be delivered by the successor subscription receipt agent in the name of the predecessor or successor subscription receipt agent.

9.9 Conflict of Interest

• (a) The Subscription Receipt Agent hereby represents to the Corporation and to RCC that, to the best knowledge of the Subscription Receipt Agent, at the time of execution and delivery hereof no material conflict of interest exists between its role as a subscription receipt agent hereunder and its role in any other capacity and hereby agrees that in the event of a material conflict of interest arising hereafter it will, within 30 days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its appointment as Subscription Receipt Agent hereunder to a successor subscription receipt agent approved in writing by the Corporation and meeting the requirements set forth in Subsection 9.8(c). Notwithstanding the foregoing provisions of this Subsection 9.9(a), if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Agreement and the Subscription Receipts shall not be affected in any manner whatsoever by reason thereof.
• (b) Subject to Subsection 9.9(a), the Subscription Receipt Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation or any affiliated entity of the Corporation without being liable to account for any profit made thereby.

9.10 Acceptance of Appointment

The Subscription Receipt Agent hereby accepts the appointment as subscription receipt agent in this Agreement and agrees to perform its duties as custodian, bailee and agent hereunder upon the terms and conditions herein set forth. The parties confirm that no trust is intended to be, or is or will be, created hereby and that the Subscription Receipt Agent shall owe no duty hereunder as a trustee.

9.11 Subscription Receipt Agent Not to be Appointed Receiver

The Subscription Receipt Agent and any person related to the Subscription Receipt Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

9.12 Subscription Receipt Agent Not Required to Give Notice of Default

The Subscription Receipt Agent shall not be bound to do or give any notice or take any act, action, proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; nor shall the Subscription Receipt Agent be required to take notice of any default hereunder, unless and until it has been notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Subscription Receipt Agent and, in the absence of any such notice, the Subscription Receipt Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements, or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Subscription Receipt Agent to determine whether or not the Subscription Receipt Agent shall take action with respect to any default.

9.13 Anti-money Laundering

• (a) The Corporation hereby represents to the Subscription Receipt Agent that any account to be opened by, or interest to be held by, the Subscription Receipt Agent in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Subscription Receipt Agent's prescribed form as to the particulars of such third party.
• (b) The Subscription Receipt Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Subscription Receipt Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to the Corporation, provided that (i) the Subscription Receipt Agent's written notice shall describe the circumstances of such non-compliance to the extent permitted by such applicable sanctions legislation or regulation or anti-money laundering or antiterrorist legislation, regulation or guideline; and (ii) if such circumstances are rectified to the Subscription Receipt Agent's satisfaction within such 10 day period, then such resignation shall not be effective.

9.14 Privacy

The Corporation acknowledges that the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

• (a) to provide the services required under this Agreement and other services that may be requested from time to time;
• (b) to help the Subscription Receipt Agent manage its service relationships with such individuals;
• (c) to meet the Subscription Receipt Agent's legal and regulatory requirements; and
• (d) if Social Insurance Numbers are collected by the Subscription Receipt Agent, to perform tax reporting and to assist in verification of an individual's identity for security purposes.

The Corporation acknowledges and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent under this Agreement for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Subscription Receipt Agent shall make available on its website or upon request, including revisions thereto. Some of the personal information may be transferred to service providers in the United States for data processing and/or storage or other support in order to facilitate the services it provides. Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned terms, uses and disclosures.

ARTICLE 10 GENERAL

10.1 Notice to the Corporation, the Subscription Receipt Agent and the Agent

• (a) Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation, the Agent, or the Subscription Receipt Agent shall be deemed to be validly given if delivered by hand, courier or if transmitted by facsimile or other electronic means:
  • (i) if to the Corporation:

1900, 520 – 3rd Avenue SW Calgary, AB T2P 0R3 Attention: Bradley Parkes Email: bparkes@resoluterescorp.com

With a copy (which shall not constitute notice) to:

Borden Ladner Gervais LLP 1900, 520 – 3rd Avenue SW Calgary, AB T2P 0R3

Attention: Lloyd McLellan E-mail: lmclellan@blg.com (ii) if to the Subscription Receipt Agent:

TSX Trust Company 301-100 Adelaide Street West Toronto, ON M5H 4H1

Attention: Vice President, Trust Services Facsimile: 416-361-0470 E-mail: tmxestaff-corporatetrust@tmx.com

(iii) If to RCC:

Research Capital Corporation 199 Bay St., Suite 4500 Toronto, ON M5L 1G2

Attention: Kevin Shaw Email: kshaw@researchcapital.com

With a copy (which shall not constitute notice) to:

McCarthy Tétrault LLP Suite 4000, 421 – 7th Avenue SW Calgary, AB T2P 4K9 Attention: Gord Cameron E-mail: gcameron@mccarthy.com

and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery or, if faxed or otherwise transmitted by electronic means, on the day of transmission or, if received after the close of business of the receiving party or if such day is not a Business Day, on the first Business Day following the day of transmission.

(b) The Corporation, RCC, or the Subscription Receipt Agent, as the case may be, may from time to time notify the other parties in the manner provided in Subsection 10.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation, the Agent, or the Subscription Receipt Agent, as the case may be, for all purposes of this Agreement.

10.2 Notice to the Holders

(a) Any notice to the Holders under the provisions of this Agreement shall be valid and effective if delivered or sent by letter or circular through the ordinary post addressed to such Holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively given on the date of delivery or, if mailed, five Business Days following actual posting of the notice. Accidental error or omission in giving notice or accidental failure to mail notice to any Holder will not invalidate any action or proceeding founded thereon. In the event that Subscription Receipts are held in the name of CDS, a copy of such notice shall also be sent by electronic communication to CDS and shall be deemed received and given on the day it is so sent.

• (b) If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Holders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered personally to such Holders or if delivered to the address for such Holders contained in the register of Subscription Receipts maintained by the Subscription Receipt Agent.
• (c) All notices to joint holders of Subscription Receipts may be given to whichever one of the holders is named first in the appropriate register hereinbefore mentioned, and any notice so given shall be sufficient notice to all such joint holders of the Subscription Receipts.

10.3 Evidence of Ownership

The Corporation and the Subscription Receipt Agent may deem and treat the Holder of any Subscription Receipts as the absolute owner thereof for all purposes, and the Corporation and the Subscription Receipt Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction. A Holder shall be entitled to the rights evidenced by its Subscription Receipts free from all equities or rights of set off or counterclaim between the Corporation and the original or any intermediate holder of the Subscription Receipts and all persons may act accordingly. The receipt by any such Holder of the Underlying Securities which may be acquired pursuant to the automatic conversion of Subscription Receipts shall be a good discharge to the Corporation and the Subscription Receipt Agent for the same and none of the Corporation or the Subscription Receipt Agent shall be bound to inquire into the title of any such Holder except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction.

10.4 Satisfaction and Discharge of Agreement

Upon the earliest of:

• (a) the issuance of one or more certificates representing all of the Underlying Securities and/or entering of a Book-Entry Only System or Non-Certificated Inventory System customer confirmation therefor evidencing all the Underlying Securities to the Holders and the payment of monies, if any, required to be paid to the Corporation, to the Agent, or to the Holders pursuant to Section 3.3; or
• (b) the payment of all monies required where a Termination Event occurs as provided in Section 3.6,

this Agreement shall cease to be of further effect and the Subscription Receipt Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Subscription Receipt Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Agreement. Notwithstanding the foregoing, the indemnities provided to the Subscription Receipt Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Agreement.

10.5 Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties and the Holders

Nothing in this Agreement or in the Subscription Receipts, expressed or implied, shall give or be construed to give to any person other than the parties hereto, the Holders and the transferees of Subscription Receipts, as the case may be, any legal or equitable right, remedy or claim under this Agreement, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto, the Holders and such transferees.

10.6 Subscription Receipts Owned by the Corporation – Certificate to be Provided

For the purpose of disregarding any Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation in Section 7.16, the Corporation shall provide to the Subscription Receipt Agent, when requested by the Subscription Receipt Agent from time to time, a Certificate of the Corporation setting forth as at the date of such certificate the number of Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation, and the Subscription Receipt Agent, in making the computations in Section 7.16, shall be entitled to rely on such certificate without requiring further evidence thereof. For greater certainty, the Corporation shall not be required to provide a nil certificate.

10.7 Applicable Law

This Agreement and the Subscription Receipt Certificates shall be construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein and shall be treated in all respects as Alberta contracts.

10.8 Invalidity, Etc.

Each of the provisions in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any of the other provisions hereof.

10.9 Force Majeure

None of the parties shall be liable to any of the other parties, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, pandemics, economic sanctions, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures) not existing on the date of this Agreement. Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 10.9.

10.10 Successors and Assigns

All covenants and agreements in this Agreement by the Corporation shall bind its successors and assigns, whether expressed or not. This Agreement shall not be assigned by any party to the Agreement unless consented to in writing by each other party, unless otherwise permitted pursuant to the terms of this Agreement.

10.11 Time of Essence

Time is and shall remain of the essence of this Agreement.

10.12 Counterparts

This Agreement may be executed (including by electronic signature) and delivered in counterparts by facsimile or other electronic form, each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Each of the parties hereto shall be entitled to rely on delivery of a facsimile or PDF copy of this Agreement and acceptance by each such party of any such facsimile or PDF copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.

10.13 English Language

Each of the parties hereto hereby acknowledges that it has consented to and requested that this Agreement and all documents relating thereto, including the form of Subscription Receipt Certificate attached hereto as Schedule "A", be drawn up in the English language only. Les parties aux présentes reconnaissent avoir accepté et exigé que le présent contrat et tous les documents s'y rapportant y compris, sans restreindre la portée générale de ce qui précède, le formulaire de certificat de reçu de souscription joint aux présentes à titre d'annexe A, soient rédigés en langue anglaise seulement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF the parties have executed this Agreement.

RESOLUTE RESOURCES LTD.

Per: Signed "Bradley Parkes" Bradley Parkes Chief Executive Officer

TSX TRUST COMPANY

Per: Signed "Dalisha Dyal" Authorized Signing Officer

Per: Signed "Donald Crawford" Authorized Signing Officer

RESEARCH CAPITAL CORPORATION

Per: Signed "Kevin Shaw" Kevin Shaw Managing Director, Investment Banking, Head of Energy Capital Markets

SCHEDULE "A" FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [CLOSING DATE]; AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."

[Subscription Receipt Certificates issued to U.S. Holders that are not Qualified Institutional Buyers shall bear the following legend:]

"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF RESOLUTE RESOURCES LTD. (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES TO A PERSON WHO IS NOT A "U.S. PERSON" (AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT) IN ACCORDANCE WITH AN APPLICABLE EXEMPTION UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

[If issued and registered to the CDS, insert the following legend:]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO RESOLUTE RESOURCES LTD. (THE "ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

RESOLUTE RESOURCES LTD. (a Corporation existing under the laws of Alberta)

NUMBER:	$
CUSIP:	76090T123
ISIN:	CA76090T1232

THIS IS TO CERTIFY THAT for value received, _____________________________________ (the "Holder") is the registered holder of ___________________________Subscription Receipts represented hereby.

The Subscription Receipts represented by this certificate (the "Subscription Receipt Certificate") are issued pursuant to a Subscription Receipt Agreement (the "Subscription Receipt Agreement") dated the 6th day of June, 2023 among Resolute Resources Ltd. (the "Corporation"), TSX Trust Company (the "Subscription Receipt Agent") and Research Capital Corporation (the "Agent"). Capitalized terms used in the Subscription Receipt Agreement have the same meaning herein as therein, unless otherwise defined.

Each Subscription Receipt entitles the Holder:

• (a) provided that the Escrow Release Date occurs on or before the Escrow Release Deadline, to receive, with effect as of the Escrow Release Date, without payment of consideration or further action, one Unit; or
• (b) in the event a Termination Event occurs, to be reimbursed the Subscription Price of $0.25 for each Subscription Receipt represented hereby, and an amount equal to the Holder's pro rata share of the Earned Interest less applicable withholding taxes, if any,

all in the manner and on the terms and conditions set out in the Subscription Receipt Agreement.

Reference is hereby made to the Subscription Receipt Agreement and any and all other instruments supplemental or ancillary thereto for a full description of the rights of the Holders and the terms and conditions upon which such Subscription Receipts are, or are to be, issued and held, all to the same effect as if the provisions of the Subscription Receipt Agreement and all instruments supplemental or ancillary thereto were herein set forth, and to all of which provisions the Holder of these Subscription Receipts by acceptance hereof assents. In the event of a conflict or inconsistency between the terms of the Subscription Receipt Agreement and this Subscription Receipt Certificate, the terms of the Subscription Receipt Agreement shall prevail to the extent of the inconsistency.

The Subscription Receipts and the Units issuable pursuant to the Subscription Receipts have not and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act"), or under the securities laws of any state of the United States. All or any portion of this Subscription Receipt Certificate may not be offered, sold or pledged or otherwise transferred in the United States or to, or for the account or benefit of, a U.S. person. "United States" and "U.S. person" are defined in Regulation S under the U.S. Securities Act.

The Subscription Receipt Agreement contains provisions making binding upon all Holders of Subscription Receipts outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions therein set forth.

This Subscription Receipt Certificate shall not be valid for any purpose whatever unless and until it has been countersigned by or on behalf of the Subscription Receipt Agent.

After the Escrow Release Date, this Subscription Receipt Certificate and all rights hereunder other than the right to receive the Units as stated above, will be void and of no value.

The holding of the Subscription Receipts evidenced by this Subscription Receipt Certificate shall not constitute the Holder hereof a Shareholder of the Corporation or entitle such Holder to any right or interest in respect thereof except as herein and in the Subscription Receipt Agreement expressly provided.

The Subscription Receipts evidenced by this certificate may be transferred on the register kept at the offices of the Subscription Receipt Agent by the registered holder hereof or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent, only in compliance with the terms of the Subscription Receipt Agreement and upon payment of the charges provided for in the Subscription Receipt Agreement and upon compliance with such reasonable requirements as the Subscription Receipt Agent may prescribe and the Corporation's consent. Time shall be of the essence hereof. This Subscription Receipt Certificate is governed by the laws of the Province of Alberta and the laws of Canada applicable therein.

IN WITNESS WHEREOF the Corporation has caused this Subscription Receipt Certificate to be signed by its duly authorized representative as of the ___ day of __________, 2023.

TSX TRUST COMPANY, as Subscription Receipt Agent

RESOLUTE RESOURECES LTD.

By: By:

Name: Name: Title: Title:

SCHEDULE "A"

FORM OF TRANSFER

TSX Trust Company 301-100 Adelaide Street West Toronto, ON M5H 4H1 Attention: Stock Transfer

FOR VALUE RECEIVED, the undersigned: (i) hereby sells, assigns and transfers to _________________________ (print name and address of transferee), _______________ Subscription Receipts of RESOLUTE RESOURCES LTD. (the "Corporation") registered in the name of the undersigned on the records maintained by TSX Trust Company represented by this Subscription Receipt Certificate or DRS Advice and irrevocably appoints ______________________ the attorney of the undersigned to transfer the said securities on the books or register with full power of substitution; and (ii) confirms that the transfer is made in compliance with the Subscription Receipt Agreement, all applicable securities legislation and requirements of regulatory authorities.

In the case of a Subscription Receipt Certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

• ___ (A) the transfer is being made only to the Corporation; or
• ___ (B) the transfer is being made outside the United States to a non-U.S. person in accordance with the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and in compliance with any applicable local securities laws and regulations and the undersigned has provided a written opinion of a qualified U.S. counsel or other evidence in form and substance reasonably satisfactory to the Corporation to that effect.

In the case of a Subscription Receipt Certificate that does not contain a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that the proposed transfer of the Subscription Receipts is not to, or for the account or benefit of, a U.S. person or a person in the United States.

"United States" and "U.S. person" are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

) ) ) )

) )

DATED this ____ day of_________________, 20___.

SPACE FOR GUARANTEES OF SIGNATURES (SEE INSTRUCTIONS BELOW)

__________________________________ Signature of Transferor

Guarantor's Signature/Stamp

Name of Transferor

CERTAIN REQUIREMENTS AND INSTRUCTIONS RELATING TO TRANSFERS – READ CAREFULLY

Any transfer of Subscription Receipts will require compliance with applicable securities legislation. Transferors and transferees are urged to contact legal counsel before effecting any such transfer. Any transfer of Subscription Receipts must also comply with the restrictions contained in the Constating Documents of the Corporation, the Subscription Agreement and the Subscription Receipt Agreement.

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s) or DRS Advice(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent's then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

• $ Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words "Medallion Guaranteed", with the correct prefix covering the face value of the certificate.
• $ Canada: A Signature Guarantee obtained from an authorized officer of a Schedule I Canadian bank. The Guarantor must affix a stamp bearing the actual words "Signature Guaranteed", sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a "Signature & Authority to Sign Guarantee" Stamp affixed to the transfer (as opposed to a "Signature Guaranteed" Stamp) obtained from an authorized officer of a Schedule I Canadian bank or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.
• $ Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a "SIGNATURE & AUTHORITY TO SIGN GUARANTEE" Stamp affixed to the Form of Transfer obtained from an authorized officer of a Schedule I Canadian bank or a "MEDALLION GUARANTEED" Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

SCHEDULE "B" FORM OF ESCROW RELEASE NOTICE

TO: TSX TRUST COMPANY, in its capacity as the subscription receipt agent (the "Subscription Receipt Agent") for subscription receipts of Resolute Resources Ltd. (the "Corporation")

Reference is made to the subscription receipt agreement (the "Subscription Receipt Agreement") dated the 6th day of June, 2023 among Resolute Resources Ltd. (the "Corporation"), TSX Trust Company (the "Subscription Receipt Agent") and Research Capital Corporation (the "Agent"). Capitalized terms used herein without definition having the meanings specified in the Subscription Receipt Agreement.

In accordance with Section 3.2 of the Subscription Receipt Agreement, this notice is provided to advise you that each of the Escrow Release Conditions have been satisfied in full or waived in accordance with the Subscription Receipt Agreement, other than the delivery of this Escrow Release Notice.

In accordance with Section 3.3 of the Subscription Receipt Agreement, you are hereby irrevocably directed in your capacity as Subscription Receipt Agent, to release the Escrowed Funds as follows:

• a) as to $_________________ to TSX Trust Company, equal to its reasonable fees for services rendered and disbursements;
• b) as to $_________________ to RCC, representing 50% of the Agent's Fee and an amount equal to all Agent's Expenses incurred after the Closing Date, plus a pro rata share of the Earned Interest thereon, payable forthwith by wire transfer in accordance with the Schedule "A" hereto; and
• c) as to $_________________, to the Corporation, representing the balance of the CAD Escrowed Funds, payable forthwith by wire transfer in accordance with the Schedule "B" hereto.
• d) as to US$_________________, to the Corporation, representing the balance of the USD Escrowed Funds, payable forthwith by wire transfer in accordance with the Schedule "B" hereto.

The Subscription Receipt Agent is hereby irrevocably directed and authorized by the Corporation to cause the issuance and delivery, on behalf of the Corporation, the Underlying Securities to the persons to whom such Underlying Securities are to be issued pursuant to the Subscription Receipt Agreement effective as at June 6, 2023, noted above, all as provided in Section 3.4 of the Subscription Receipt Agreement. The Corporation hereby confirms that the issuance of the Underlying Securities has been duly authorized by all necessary corporate action and upon their issuance and delivery the Underlying Securities will be issued as fully paid and non-assessable securities of the Corporation.

The foregoing direction is irrevocable and shall constitute your good and sufficient authority for causing such issuance and making such payments as directed above.

RESOLUTE RESOURCES LTD.

Per:

Bradley Parkes Chief Executive Officer

RESEARCH CAPITAL CORPORATION

Per:

Kevin Shaw Managing Director, Investment Banking, Head of Energy Capital Markets